Common use of Mandatory and Optional Prepayments Clause in Contracts

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3, when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the term and conditions hereof. (b) Repayments under the foregoing paragraph (a) shall be applied first, to the outstanding principal installments on the Term Loan in the inverse order of the maturities thereof, second, to the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereof. (c) Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) At its option, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount of the Advances without premium or penalty; provided, however, Borrower cannot terminate this Agreement except as provided in Article XIII hereof.

Mandatory and Optional Prepayments. 13.1 Within fifteen (a15) Except as otherwise expressly provided in Section 4.3, when days after any receipt by any Borrower sells or otherwise disposes of any Collateral Net Cash Proceeds from Asset Dispositions (other than Inventory sold in Extraordinary Receipts the ordinary course disposition of businesswhich shall be governed by the terms of subsection 13.1(a) below) made by any Subsidiary of such Borrower, the applicable Borrower shall repay prepay the Advances then outstanding Loans in an amount equal to the net proceeds one-hundred percent (100%) of such sale Net Cash Proceeds in excess of $500,000 (including in such computation of $500,000, all Net Cash Proceeds received by PolyVision and any one or other disposition more of its Subsidiaries) in any Fiscal Year, PROVIDED that no such prepayment need be made (i.e.A) unless the Net Cash Proceeds from any single Asset Disposition or series of related Asset Dispositions (in either case, gross proceeds less by PolyVision and all of its Subsidiaries) exceed $500,000 (in which case a prepayment shall be made in the reasonable costs amount of such sale the entire Asset Disposition) or other dispositionuntil the cumulative Net Cash Proceeds from all Asset Dispositions by PolyVision and any one or more of its Subsidiaries in any particular fiscal year exceed $500,000 (in which case a prepayment shall be made in the amount of the Net Cash Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), such repayments to be made promptly but in no event more than one except that the terms of this subsection (1A) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the term and conditions hereof. (b) Repayments under the foregoing paragraph (a) shall be applied first, to the outstanding principal installments on the Term Loan applicable in the inverse order respect of the maturities thereof, second, to the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances Net Cash Proceeds reinvested in accordance with the terms hereofof the following subsection (B); and (B) with respect to Asset Dispositions by a Subsidiary of any Borrower, if the Net Cash Proceeds therefrom are used to reinvest in fixed assets (for use in its business or the business of the Subsidiaries) within 180 days (or 360 days with respect to real estate and improvements on real estate) of such Asset Disposition, PROVIDED that any such Net Cash Proceeds not so reinvested shall be used to prepay the Loans on the 181st day (or 361st day with respect to real estate and improvements on real estate). (ca) Within fifteen (15) days after receipt of Net Cash Proceeds by a Borrower from any Extraordinary Receipt received by or paid to or for the account of such party or its Subsidiaries and not otherwise included in Article 13.1 above, such party shall prepay the then outstanding amount of the Term Loan Loans in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred percent (100%) of such Net Cash Proceeds in excess of $500,000 as computed in the aggregate with respect to PolyVision and twenty (120) days after the end all of each such fiscal year, which amount its Subsidiaries. 13.2 The applicable prepayment shall be applied in the case of the applicable Borrower to the outstanding principal installments of principal due under its respective Term Loans PRO RATA based on the Term Loan remaining amounts of such installments until paid in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statementsfull. (d) At its option, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount of the Advances without premium or penalty; provided, however, Borrower cannot terminate this Agreement except as provided in Article XIII hereof.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3On each Remittance Date following the Facility Termination Date, when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds Available Collections shall be held applied to reduce the Net Investment in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by accordance with Section 4.1(d)(viii) of the term and conditions hereofCCA Agreement. (b) Repayments under Prior to the foregoing paragraph Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency, the Borrower shall either: (ai) within five (5) Business Days (the “Deficiency Cure Period”) deliver or cause to be delivered additional Eligible Accounts to the Collateral Agent or deposit or cause to be deposited cash into the Principal Payment Account, in either case, in an amount (based , in the case of Eligible Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as determined by the Agent) at least equal to such Borrowing Base Deficiency or (ii) in the event that the Borrowing Base Deficiency arises as a result of the determination of Market Value pursuant to clause (ii) of the definition thereof, at the Borrower’s option either (A) follow the procedures set forth in clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in the definition of Market Value, and upon a final determination of Market Value as contemplated therein, to the extent that a Borrowing Base Deficiency still exists after using the final determination of Market Value, then, the Borrower shall follow the procedures set forth in clause (i) of this Section 2.6(b); provided that in such event, the Deficiency Cure Period shall be fifteen (15) Business Days following the occurrence of a Borrowing Base Deficiency. Funds deposited in the Principal Payment Account shall be applied to the reduction of the Net Investment in the manner and subject to the priority of payments provided in Section 4.1(c) of the CCA Agreement. Any cash deposited by the Borrower pursuant to this Section 2.6(b) shall be applied first, made from funds other than Available Collections otherwise distributable to the outstanding principal installments on the Term Loan in the inverse order Borrower pursuant to Section 4.1(d) of the maturities thereofCCA Agreement, second, to which may be used by the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in Borrower for such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofpurpose. (c) Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements[Reserved]. (d) At its option[Reserved]. (e) [Reserved]. (f) The Borrower shall have the right on any date, upon written notice to the related Managing Agent not later than two (2) Business Days prior to such date, to deposit into the Principal Payment Account prepayments of principal on the VFN. Any such prepayment (i) shall be at least $1,000,000 and integral multiples of $100,000 in excess thereof and (ii) shall be made from funds other than Available Collections, other than Available Collections otherwise distributable to the Borrower may at any time and from time pursuant to time prepay in whole or in part the outstanding amount Section 4.1(d) of the Advances without premium CCA Agreement, which may be used by the Borrower for such purpose. (g) With respect to each Group, each Managing Agent agrees that amounts paid to the Managing Agents from amounts deposited in the Principal Payment Account pursuant to the provisions of the CCA Agreement shall be applied pro rata to repay: (i) maturing Tranches, Related Liquidity Draw or penaltyrelated Credit Support Disbursements as they mature or (ii) upon the Borrower’s request, with the approval of the related Managing Agent, in its sole discretion (except with respect to amounts deposited pursuant to Section 2.6(f) hereof as to which no such approval shall be required), any other Tranche; provided, however, provided that the Borrower cannot terminate this Agreement except as provided shall pay any costs incurred in Article XIII connection with such repayment in accordance with Section 7.4(b) and (c) hereof. The Net Investment shall be reduced by any amounts withdrawn and paid to or at the direction of such Managing Agent from the Principal Payment Account. (h) The entire principal balance of the VFN shall be due and payable on the applicable Stated Maturity Date together with all accrued and unpaid interest thereon.

Mandatory and Optional Prepayments. (a1) If, as of any date, the Aggregate Outstandings exceed the Effective Aggregate Commitments, the Borrower shall repay Loans on such date in an amount not less than such excess. (2) If, as of any date, the Swing Line Loans outstanding exceed the Swing Line Sublimit, the Borrower shall repay Swing Line Loans on such date in an amount not less than such excess. (3) To the extent provided in Paragraph 1(e) below, the Loans shall be repaid within five Business Days from any payments made to the Administrative Agent pursuant to that paragraph. (4) If, as of any date, the Aggregate Outstandings exceed the Borrowing Base Amount for all Borrowing Base Properties (for any reason other than by reason of the reduction of a Borrowing Base Property Value as a result of an Appraisal), the Borrower shall, within five Business Days, prepay Loans in a principal amount not less than such excess or such payment requirement, as applicable. (5) The Borrower may, upon not less than five (5) Business Days prior written notice to the Administrative Agent, optionally prepay Loans, in whole or part, at any time; provided that, in the case of a partial prepayment, the amount of each Eurodollar Rate Loan remaining after giving effect to such prepayment is not less than $5,000,000 and that the amount of Loans remaining outstanding as Base Rate Loans after giving effect to such prepayment is not less than $250,000. (6) Each prepayment pursuant to this Paragraph 1(c) as well as any other prepayment of Eurodollar Rate Loans made prior to the last day of the relevant Interest Period (except in the case of a Stub Interest Period) shall be accompanied by a make-whole payment calculated as set forth in Paragraph 2(g) below as well as any other amounts payable under this Agreement in connection with such payment. Loans that are Base Rate Loans may be prepaid without any make-whole payment. (7) Each prepayment under Paragraphs 1(e)(4) or 1(e)(5) below (i) made on Loans as a result of any Event of Loss to, Appraisal of or the Net Operating Income from a Borrowing Base Property shall be applied (A) first to prepay outstanding Swing Line Loans subject to being prepaid from a Tranche of Term Loans used to finance, acquire or improve such Borrowing Base Property and (B) then to the Amortizing Payments on the related Tranche of Term Loans and (ii) in all other cases, shall be applied first to prepay outstanding Swing Line Loans and then to prepay Term Loans proportionately among the Tranches unless, so long as no Event of Default has occurred and is continuing, otherwise directed by the Borrower (in which case prepayments shall be applied as directed by the Borrower). (8) Except as otherwise expressly provided in Section 4.3Paragraph 1(e)(4) below, when Borrower sells or otherwise disposes each prepayment of any Collateral other than Inventory sold in the ordinary course a Tranche of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the term and conditions hereof. (b) Repayments under the foregoing paragraph (a) Term Loans shall be applied first, to the outstanding principal installments on the Term Loan payable under such Tranche in the inverse order of the maturities thereof, second, to the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereoftheir occurrence. (c) Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) At its option, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount of the Advances without premium or penalty; provided, however, Borrower cannot terminate this Agreement except as provided in Article XIII hereof.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3If, when Borrower sells or otherwise disposes on any date the sum of any Collateral other than Inventory sold in (i) the ordinary course aggregate outstanding principal amount of businessthe Loans and (ii) the aggregate Dollar Equivalent of all Alternative Currency Advances then outstanding exceeds 105% of the aggregate amount of the Commitments, then, the Borrower shall repay within five Euro-Dollar Business Days prepay outstanding Committed Loans or Alternative Currency Advances (as selected by the Advances in an amount equal Borrower and notified to the net proceeds of such sale or other disposition (i.e., gross proceeds Banks through the Administrative Agent not less the reasonable costs of such sale or other disposition), such repayments than three Euro-Dollar Business Days prior to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds shall be held in trust for Agent. The foregoing shall not be deemed prepayment) to be implied consent the extent necessary to eliminate any such sale otherwise prohibited by the term and conditions hereofexcess. (b) Repayments under Subject in the foregoing paragraph case of any Fixed Rate Borrowing to Section 2.14, the Borrower may, upon at least three Domestic Business Days' notice (aexcept in the case of Base Rate Loans or Swingline Loans, in which case upon one Domestic Business Day's notice) to the Administrative Agent, prepay any Group of Domestic Loans (or Money Market Loans bearing interest at the Base Rate pursuant to Section 8.01(a)) or upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied first, to prepay ratably the outstanding principal installments on the Term Loan in the inverse order Loans of the maturities thereof, second, to the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances several Banks included in such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofGroup or Borrowing. (c) Except as provided in Section 2.12(b) , the Borrower shall may not prepay all or any portion of the outstanding principal amount of any Money Market Loan prior to the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery maturity thereof except with the consent of the financial statements to Agent referred to in and required by Section 9.7 for Bank which made such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statementsLoan. (d) At its optionUpon receipt of a notice of prepayment pursuant to this Section, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount Administrative Agent shall promptly notify each Bank of the Advances without premium or penalty; provided, however, Borrower cancontents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not terminate this Agreement except as provided in Article XIII hereofthereafter be revocable by the Borrower.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3On each Remittance Date following the Facility Termination Date, when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds Available Collections shall be held applied to reduce the Net Investment in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by accordance with Section 4.1(d)(vii) of the term and conditions hereofCCA Agreement. (b) Repayments under Prior to the foregoing paragraph Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency, the Borrower shall either: (ai) within three (3) Business Days (the "Deficiency Cure Period") deliver or cause to be delivered additional Eligible Accounts to the Collateral Agent or deposit or cause to be deposited cash into the Principal Payment Account, in either case, in an amount (based, in the case of Eligible Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as determined by the Agent) at least equal to such Borrowing Base Deficiency or (ii) in the event that the Borrowing Base Deficiency arises as a result of the determination of Market Value pursuant to clause (ii) of the definition thereof, at the Borrower's option either (A) follow the procedures set forth in clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in the definition of Market Value, and upon a final determination of Market Value as contemplated therein, to the extent that a Borrowing Base Deficiency still exists after using the final determination of Market Value, then, the Borrower shall follow the procedures set forth in clause (i) of this Section 2.6(b); provided that in such event, the Deficiency Cure Period shall be fifteen (15) Business Days following the occurrence of a Borrowing Base Deficiency. Funds deposited in the Principal Payment Account shall be applied to the reduction of the Net Investment in the manner and subject to the priority of payments provided in Section 4.1(c) of the CCA Agreement. Any cash deposited by the Borrower pursuant to this Section 2.6(b) shall be applied first, made from funds other than Available Collections otherwise distributable to the outstanding principal installments on the Term Loan in the inverse order Borrower pursuant to Section 4.1(d) of the maturities thereofCCA Agreement, second, to which may be used by the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in Borrower for such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofpurpose. (c) The Borrower shall prepay have the outstanding amount of right on any date, upon written notice to the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty two (1202) days after Business Days prior to such date, to deposit into the end Principal Payment Account prepayments of each principal on the VFN. Any such fiscal year, which amount prepayment (i) shall be applied to the outstanding principal installments at least $1,000,000 and integral multiples of the Term Loan $100,000 in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts excess thereof and (ii) shall be made by Agent upon which calculation from funds other than Available Collections, except for Available Collections otherwise distributable to the Borrower shall make the prepayment required by this pursuant to Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result 4.1(d) of the failure CCA Agreement, which may be used by Borrowers to deliver the Borrower for such financial statementspurpose. (d) At its option, Borrower may at any time and The Agent agrees that amounts paid to the Agent from time amounts deposited in the Principal Payment Account pursuant to time prepay in whole or in part the outstanding amount provisions of the Advances without premium CCA Agreement shall be applied to repay: (i) maturing Tranches, Related Liquidity Draw or penaltyRelated Credit Support Disbursements as they mature or (ii) upon the Borrower's request, with the approval of the Agent, in its sole discretion (except with respect to amounts deposited prior to the Facility Termination Date pursuant to Section 2.6(c) hereof as to which no such approval shall be required), any other Tranche; provided, however, provided that the Borrower cannot terminate this Agreement except as provided shall pay any costs incurred in Article XIII connection with such repayment in accordance with Section 7.4(b) and (c) hereof. The Net Investment shall be reduced by any amounts withdrawn and paid to or at the direction of the Agent from the Principal Payment Account. (e) The entire principal balance of the VFN shall be due and payable on the Stated Maturity Date together with all accrued and unpaid interest thereon.

Mandatory and Optional Prepayments. (a3.3.1. Proceeds of Sale, Loss, Destruction or Condemnation --------------------------------------------------- of Collateral. Except for dispositions of assets permitted by ------------- subsections 8.2.9(ii) Except and 8.2.9(iii) and except as otherwise expressly provided in Section 4.3subsection 8.2.9(v), if any Borrower or any of its Domestic Subsidiaries sells any of its Property or if any of its Property is lost or destroyed or taken by condemnation, the applicable Borrower or Domestic Subsidiary shall, unless otherwise agreed by Required Lenders, pay to Agent for the benefit of Lenders as and when received by such Borrower sells or otherwise disposes such Domestic Subsidiary and as a mandatory prepayment of any Collateral other than Inventory sold in the ordinary course of businessLoans, Borrower shall repay the Advances in an amount as herein provided, a sum equal to the proceeds (including insurance payments but net proceeds of costs and taxes incurred in connection with such sale or other disposition (i.e.event) received by such Borrower or such Domestic Subsidiary from such sale, gross proceeds less loss, destruction or condemnation. To the reasonable costs extent that the Property sold, lost, destroyed or condemned consists of such sale Equipment, real Property, or other disposition)Property other than Accounts or Inventory, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds applicable prepayment shall be held in trust for Agent. The foregoing shall not be deemed applied, subject to be implied consent to any such sale otherwise prohibited by the term and conditions hereof. (b) Repayments under the foregoing paragraph (a) shall be applied Section 3.11, first, to ----- Agent's costs and expenses relating to the outstanding principal installments on the Term Loan in the inverse order of the maturities thereofrelevant transaction, second, to the outstanding aggregate principal installments of principal due under the Equipment Loans Term A Notes ------ ratably, to be applied to future installment payments in the inverse order of maturity until paid in full, third, at Agent's option, ----- either (i) to repay outstanding principal of Revolving Credit Loans (but without permanently reducing the maturities Revolving Loan Commitments); provided, that the Special Reserve will be increased by the amount -------- so applied to Revolving Credit Loans or (ii) to repay the principal outstanding under the Term B Notes ratably, until paid in full, fourth, if any Event of Default is in existence, to cash ------ collateralize the LC Amount (in the amount of 105% thereof), fifth, ----- to repay any other Obligations then due and payable; provided, that -------- (a) the Special Reserve shall be terminated after the Term B Notes have been paid in full and (b) notwithstanding the foregoing, if (1) on the date such prepayment is made no Event of Default is in existence or would be caused thereby and (2) Availability immediately after making such prepayment is equal to or greater than $5,000,000, such prepayment shall be applied to the Obligations, first, to Agent's costs and expenses relating to the ----- relevant transaction, second, to the installments of principal due ------ under the Term A Notes ratably, to be applied to future installment payments in inverse order of maturity until paid in full, third, to ----- the remaining Advances principal outstanding under the Term B Notes ratably, until paid in such order as Agent may determinefull, fourth, to reduce the outstanding principal balance ------ of the Revolving Credit Loans (but not to permanently reduce the Revolving Loan Commitments), and fifth, to repay other Obligations ----- then due and payable. To the extent that the Property sold, lost, destroyed or condemned consists of Accounts or Inventory, the applicable prepayment shall be applied, subject to Borrower's ability Section 3.11, to reborrow reduce the outstanding principal balance of the Revolving Advances in accordance with Credit Loans, but shall not permanently reduce the terms hereof.Revolving Loan Commitments. Notwithstanding the foregoing: (ca) If the proceeds of insurance (net of costs and taxes incurred) with respect to any loss or destruction of Equipment or real Property of any Borrower or any Domestic Subsidiary (i) are less than $250,000, unless an Event of Default is then in existence, Agent shall prepay apply such amounts to reduce the outstanding principal balance of the Revolving Credit Loans (without permanently reducing the Revolving Loan Commitments), (ii) are greater than or equal to $250,000 and less than $3,500,000, unless an Event of Default is then in existence, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (and a Rebuild Reserve shall be created in the amount of such proceeds), until the Term Loan earlier of (1) Borrowers' decision not to repair or replace the damaged Property (in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for which case such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the Obligations in the manner specified in the second sentence of this subsection 3. 3.1 until payment thereof in full) or (2) the expiration of three hundred sixty-five (365) days from the receipt of such amount, or (iii) are equal to or greater than $3,500,000, and Borrowers have requested that Agent and Tranche B Agent both agree to permit the applicable Borrower or Domestic Subsidiary to repair or replace the damaged Property, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (and a Rebuild Reserve shall be created in the amount of such proceeds), until the earliest of (1) Agent's and Tranche B Agent's decision with respect thereto, (2) the expiration of one hundred twenty (120) days from the date of such request, unless the applicable Borrower or Domestic Subsidiary has commenced action to replace or rebuild the damaged Property, or (3) the expiration of three hundred sixty-five (365) days from such request. If Borrowers decide to repair or replace the applicable Property under clause (ii) above or if both Agent and Tranche B Agent agree, in their reasonable judgment, to permit any such repair or replacement under clause (iii) above, the applicable amount shall, unless an Event of Default is in existence, be released from the Rebuild Reserve to the applicable Borrower or Domestic Subsidiary as needed for use in replacing or repairing the damaged Property during such three hundred sixty-five (365) day period, with any remaining amount at the end of such three hundred sixty-five (365) day period applied to the Obligations in the manner specified in the second sentence of this subsection 3. 3.1 until payment thereof in full; and in the case of clause (iii) above, if either Agent or Tranche B Agent declines to permit any such repair or replacement or fails to respond to Borrowers within such three hundred sixty-five (365) day period, such amount shall be released from the Rebuild Reserve and applied to the Obligations in the manner specified in the second sentence of this subsection 3.3.1 until payment thereof in full. (b) If any proceeds of insurance with respect to any loss or destruction of Equipment or real Property of any Foreign Subsidiary are repatriated to the United States, such amounts (net of any costs or taxes incurred with respect thereto) shall be applied to the Obligations as set forth in the second sentence of subsection 3. 3.1. If the proceeds of any sale or other disposition of Property of any Foreign Subsidiary are repatriated to the United States, such amounts (net any costs or taxes incurred with respect thereto) shall be applied to the Obligations in the manner set forth for Property of such type in the second or third sentence of this subsection 3.3.1, as applicable. (c) If any sale of Collateral involves both Fixed Assets and Other Assets or if such sale involves a sale of all or substantially all of the capital stock or Properties of any Borrower or any Subsidiary, or of any business line of such Borrower or such Subsidiary, then the proceeds thereof will be allocated as follows for the purposes of this subsection 3.3.1: (i) first, to Accounts and Inventory, to the extent of the book value thereof, (ii) second, to Equipment and real Property, to the extent of the greater of the book value or fair market appraised value thereof (if an appraisal reasonably acceptable to both Agent and Tranche B Agent exists) and (iii) third, to goodwill. Subject to Section 3.11, amounts so allocated to Accounts and Inventory shall be applied to the Obligations as set forth in the third sentence of subsection 3.3. 1. Subject to Section 3.11, amounts so allocated to Equipment and real Property shall be applied to the Obligations as set forth in the second sentence of subsection 3. 3.1. Subject to Section 3.11, amounts so allocated to goodwill shall be applied to the Obligations as set forth in the second sentence of subsection 3. 3.1 (other than proviso (b) thereof); provided, that -------- notwithstanding the foregoing, if (1) on the date the applicable prepayment is made no Event of Default is in existence and (2) Availability immediately after making such prepayment is equal to or greater than $5,000,000, such prepayment shall be applied to the Obligations, first, to Agent's costs and expenses relating to the ----- relevant transaction, second, to the principal outstanding under ------ the Term B Notes ratably, until paid in full, third, to the ----- installments of principal due under the Term Loan A Notes ratably, to be applied to future installment payments in the inverse order of maturity until paid in full, fourth, to reduce the maturities thereof. In outstanding principal ------ balance of the event that Revolving Credit Loans (but not to permanently reduce the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(cRevolving Loan Commitments), subject and fifth, to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statementsrepay other ----- Obligations then due and payable. (d) At its option, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount of the Advances without premium or penalty; provided, however, Borrower cannot terminate this Agreement except as provided in Article XIII hereof.

Mandatory and Optional Prepayments. (a3.3.1. Proceeds of Sale, Loss, Destruction or Condemnation of ------------------------------------------------------ Collateral. Except for dispositions of assets permitted by subsections ---------- 8.2.9(ii) Except and 8.2.9(iii) and except as otherwise expressly provided in Section 4.3subsection 8.2.9(v), if any Borrower or any of its Domestic Subsidiaries sells any of its Property or if any of its Property is lost or destroyed or taken by condemnation, the applicable Borrower or Domestic Subsidiary shall, unless otherwise agreed by Required Lenders, pay to Agent for the benefit of Lenders as and when received by such Borrower sells or otherwise disposes such Domestic Subsidiary and as a mandatory prepayment of any Collateral other than Inventory sold in the ordinary course of businessLoans, Borrower shall repay the Advances in an amount as herein provided, a sum equal to the proceeds (including insurance payments but net proceeds of costs and taxes incurred in connection with such sale or other disposition (i.e.event) received by such Borrower or such Domestic Subsidiary from such sale, gross proceeds less loss, destruction or condemnation. To the reasonable costs extent that the Property sold, lost, destroyed or condemned consists of such sale Equipment, real Property, or other disposition)Property other than Accounts or Inventory, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds applicable prepayment shall be held in trust for Agent. The foregoing shall not be deemed applied, subject to be implied consent to any such sale otherwise prohibited by the term and conditions hereof. (b) Repayments under the foregoing paragraph (a) shall be applied Section 3.11, first, ----- to Agent's costs and expenses relating to the outstanding principal installments on the Term Loan in the inverse order of the maturities thereofrelevant transaction, second, to the outstanding aggregate principal installments of principal due under the Equipment Loans Term A Notes ------ ratably, to be applied to future installment payments in the inverse order of maturity until paid in full, (a) the maturities thereofSpecial Reserve shall be terminated after the Term B Notes have been paid in full and (b) notwithstanding the foregoing, if (1) on the date such prepayment is made no Event of Default is in existence or would be caused thereby and (2) Availability immediately after making such prepayment is equal to or greater than $5,000,000, such prepayment shall be applied to the Obligations, first, to Agent's costs and ----- expenses relating to the relevant transaction, second, to the ------ installments of principal due under the Term A Notes ratably, to be applied to future installment payments in inverse order of maturity until paid in full, third, to the remaining Advances principal outstanding under the Term ----- B Notes ratably, until paid in such order as Agent may determinefull, fourth, to reduce the outstanding ------ principal balance of the Revolving Credit Loans (but not to permanently reduce the Revolving Loan Commitments), and fifth, to repay other ----- Obligations then due and payable. To the extent that the Property sold, lost, destroyed or condemned consists of Accounts or Inventory, the applicable prepayment shall be applied, subject to Borrower's ability Section 3.11, to reborrow reduce the outstanding principal balance of the Revolving Advances in accordance with Credit Loans, but shall not permanently reduce the terms hereof.Revolving Loan Commitments. Notwithstanding the foregoing: (ca) If the proceeds of insurance (net of costs and taxes incurred) with respect to any loss or destruction of Equipment or real Property of any Borrower or any Domestic Subsidiary (i) are less than $250,000, unless an Event of Default is then in existence, Agent shall prepay apply such amounts to reduce the outstanding principal balance of the Revolving Credit Loans (without permanently reducing the Revolving Loan Commitments), (ii) are greater than or equal to $250,000 and less than $3,500,000, unless an Event of Default is then in existence, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (and a Rebuild Reserve shall be created in the amount of such proceeds), until the Term Loan earlier of (1) Borrowers' decision not to repair or replace the damaged Property (in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for which case such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the Obligations in the manner specified in the second sentence of this subsection 3. 3.1 until payment thereof in full) or (2) the expiration of three hundred sixty-five (365) days from the receipt of such amount, or (iii) are equal to or greater than $3,500,000, and Borrowers have requested that Agent and Tranche B Agent both agree to permit the applicable Borrower or Domestic Subsidiary to repair or replace the damaged Property, such amounts shall be provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (and a Rebuild Reserve shall be created in the amount of such proceeds), until the earliest of (1) Agent's and Tranche B Agent's decision with respect thereto, (2) the expiration of one hundred twenty (120) days from the date of such request, unless the applicable Borrower or Domestic Subsidiary has commenced action to replace or rebuild the damaged Property, or (3) the expiration of three 3.1 until payment thereof in full; and in the case of clause (iii) above, if either Agent or Tranche B Agent declines to permit any such repair or replacement or fails to respond to Borrowers within such three hundred sixty-five (365) day period, such amount shall be released from the Rebuild Reserve and applied to the Obligations in the manner specified in the second sentence of this subsection 3.3.1 until payment thereof in full. (b) If any proceeds of insurance with respect to any loss or destruction of Equipment or real Property of any Foreign Subsidiary are repatriated to the United States, such amounts (net of any costs or taxes incurred with respect thereto) shall be applied to the Obligations as set forth in the second sentence of subsection 3. 3.1. If the proceeds of any sale or other disposition of Property of any Foreign Subsidiary are repatriated to the United States, such amounts (net any costs or taxes incurred with respect thereto) shall be applied to the Obligations in the manner set forth for Property of such type in the second or third sentence of this subsection 3.3.1, as applicable. (c) If any sale of Collateral involves both Fixed Assets and Other Assets or if such sale involves a sale of all or substantially all of the capital stock or Properties of any Borrower or any Subsidiary, or of any business line of such Borrower or such Subsidiary, then the proceeds thereof will be allocated as follows for the purposes of this subsection 3.3.1: (i) first, to Accounts and Inventory, to the extent of the book value thereof, (ii) second, to Equipment and real Property, to the extent of the greater of the book value or fair market appraised value thereof (if an appraisal reasonably acceptable to both Agent and Tranche B Agent exists) and (iii) third, to goodwill. Subject to Section 3.11, amounts so allocated to Accounts and Inventory shall be applied to the Obligations as set forth in the third sentence of subsection 3.3. 1. Subject to Section 3.11, amounts so allocated to Equipment and real Property shall be applied to the Obligations as set forth in the second sentence of subsection 3. 3.1. Subject to Section 3.11, amounts so allocated to goodwill shall be applied to the Obligations as set forth in the second sentence of subsection 3.3.1 (other than proviso (b) thereof); provided, that notwithstanding the foregoing, if (1) on the date the -------- applicable prepayment is made no Event of Default is in existence and (2) Availability immediately after making such prepayment is equal to or greater than $5,000,000, such prepayment shall be applied to the Obligations, first, to Agent's costs and expenses relating to the ----- relevant transaction, second, to the principal outstanding under the ------ Term B Notes ratably, until paid in full, third, to the ----- installments of principal due under the Term Loan A Notes ratably, to be applied to future installment payments in the inverse order of maturity until paid in full, fourth, to reduce the maturities thereof. In outstanding principal balance ------ of the event that Revolving Credit Loans (but not to permanently reduce the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(cRevolving Loan Commitments), subject and fifth, to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statementsrepay other Obligations then ----- due and payable. (d) At its option, Borrower may at any time and from time to time prepay in whole or in part the outstanding amount of the Advances without premium or penalty; provided, however, Borrower cannot terminate this Agreement except as provided in Article XIII hereof.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3On each Remittance Date following the Facility Termination Date, when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds Available Collections shall be held applied to reduce the Net Investment in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by accordance with Section 4.1(d)(vii) of the term and conditions hereofCTA Agreement. (b) Repayments under Prior to the foregoing paragraph Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency, the Borrower shall either: (ai) within three (3) Business Days (the “Deficiency Cure Period”) deliver or cause to be delivered additional Eligible Accounts to the Trustee or deposit or cause to be deposited cash into the Principal Payment Account, in either case, in an amount (based, in the case of Eligible Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as determined by the Agent) at least equal to such Borrowing Base Deficiency or (ii) in the event that the Borrowing Base Deficiency arises as a result of the determination of Market Value pursuant to clause (ii) of the definition thereof, at the Borrower’s option either (A) follow the procedures set forth in clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in the definition of Market Value, and upon a final determination of Market Value as contemplated therein, to the extent that a Borrowing Base Deficiency still exists after using the final determination of Market Value, then, the Borrower shall follow the procedures set forth in clause (i) of this Section 2.6(b); provided that in such event, the Deficiency Cure Period shall be fifteen (15) Business Days following the occurrence of a Borrowing Base Deficiency. Funds deposited in the Principal Payment Account shall be applied to the reduction of the Net Investment in the manner and subject to the priority of payments provided in Section 4.1(c) of the CTA Agreement. Any cash deposited by the Borrower pursuant to this Section 2.6(b) shall be applied first, made from funds other than Available Collections otherwise distributable to the outstanding principal installments on the Term Loan in the inverse order Borrower pursuant to Section 4.1(d) of the maturities thereofCTA Agreement, second, to which may be used by the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in Borrower for such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofpurpose. (c) The Borrower shall prepay have the outstanding amount of right on any date, upon written notice to the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty two (1202) days after Business Days prior to such date, to deposit into the end Principal Payment Account prepayments of each principal on the VFN. Any such fiscal year, which amount prepayment (i) shall be applied to the outstanding principal installments at least $1,000,000 and integral multiples of the Term Loan $100,000 in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts excess thereof and (ii) shall be made by Agent upon which calculation from funds other than Available Collections, except for Available Collections otherwise distributable to the Borrower shall make the prepayment required by this pursuant to Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result 4.1(d) of the failure CTA Agreement, which may be used by Borrowers to deliver the Borrower for such financial statementspurpose. (d) At its option, Borrower may at any time and The Agent agrees that amounts paid to the Agent from time amounts deposited in the Principal Payment Account pursuant to time prepay in whole or in part the outstanding amount provisions of the Advances without premium CTA Agreement shall be applied to repay: (i) maturing Tranches, Related Liquidity Draw or penaltyRelated Credit Support Disbursements as they mature or (ii) upon the Borrower’s request, with the approval of the Agent, in its sole discretion (except with respect to amounts deposited prior to the Facility Termination Date pursuant to Section 2.6(c) hereof as to which no such approval shall be required), any other Tranche; provided, however, provided that the Borrower cannot terminate this Agreement except as provided shall pay any costs incurred in Article XIII connection with such repayment in accordance with Section 7.4(b) and (c) hereof. The Net Investment shall be reduced by any amounts withdrawn and paid to or at the direction of the Agent from the Principal Payment Account. (e) The entire principal balance of the VFN shall be due and payable on the Stated Maturity Date together with all accrued and unpaid interest thereon.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided Notwithstanding any other provisions of this Agreement but in Section 4.3addition to the provisions of subsection 2.8(b) below and subject to the last sentence of this subsection (a), when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course event that at any time the sum of businessthe outstanding principal amount of the Loans (including the Temporary Loans) and the L/C Obligations shall at any time exceed the Borrowing Base, Borrower shall repay the Advances Borrowers shall, within fifteen (15) days following the date on which such excess first exists (or, if sooner than such fifteenth day concurrently with delivery of the Monthly Borrowing Base Report next due to be delivered following such excess), prepay the Loans in an amount equal sufficient to reduce the net proceeds sum of such sale or other disposition (i.e., gross proceeds the aggregate principal amount of the Loans to an amount not greater than the difference between the Borrowing Base less the reasonable costs of such sale or other disposition), such repayments to be made promptly then outstanding L/C Obligations (but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited modify the terms of Section 2.33 hereof requiring the payment by the term Borrowers on demand for any Unreimbursed Drawings together with interest thereon); provided, however, that if no Default or Event of Default shall then have occurred and conditions hereofbe continuing, the Borrowers may, at their option, within such fifteen (15) day period, substitute other assets which comply with the requirements for inclusion in the Borrowing Base, in lieu of or in reduction of any prepayment required to be made pursuant to this subsection 2.8(a), but only if the Borrowers shall have delivered to the Agent within such fifteen (15) day period a Borrowing Computation evidencing compliance with the provisions of this subsection (a), including computations showing that such substitutions are in an amount or of a value under the Borrowing Base such that the above-described excess shall no longer exist, together with all other documents which would be required to be delivered to the Banks and the Agent in connection with a Borrowing Computation under subsection 2.3(b) hereof in confirmation of the provisions of subsection 2.1(a) hereof and notwithstanding the terms of the preceding sentence, in the event that at any time the sum of the outstanding principal amount of the Loans (including the Temporary Loans) and the outstanding L/C Obligations shall exceed the Total Commitment, the Borrowers shall immediately prepay the Loans and/or the L/C Obligations in an aggregate amount sufficient so that no such excess exists. (b) Repayments From and after the Term Conversion Date: (i) In the event of the sale of any Equipment whose Residual Value is then included in the computation under clause (c) of the Borrowing Base (or was so included but is then included in the computation under clause (e) of the Borrowing Base), the Borrowers shall prepay the Loans in an amount equal to one hundred (100%) percent of the Present Value of the Residual Value thereof as computed as of the Term Conversion Date (i.e., without giving effect to the relevant percentage fifty (50%) percent applied for purposes of determining the advance rate under the foregoing paragraph Borrowing Base), net of the cost of disposition, such prepayment to be made within eight (a8) days after the applicable Borrower's or applicable Foreign Leasing Subsidiary's (if such Foreign Leasing Subsidiary was the owner of such Equipment) shall be applied firstconsummation of such sale. (ii) In the event that any Equipment whose Residual Value is then included in the computation under clause (c) of the Borrowing Base (or was so included but is then included in computation under clause (e) of the Borrowing Base) is re-leased by the Borrowers following the expiration or termination of the Initial Term of the related Lease, the Borrowers shall: (A) prepay the Loans on the last day of each calendar month (commencing on the first such day following the commencement of the re-lease) in an amount equal to one-hundred (100%) percent of the outstanding principal installments aggregate rentals received by the Borrowers under all re-leases described in this subsection (ii) during the calendar month then ended; and (B) in addition, the Borrowers shall, within one hundred twenty (120) days following commencement of the term of such re-lease, prepay the Loans in an amount which is equal to one hundred (100%) percent of the Present Value of the Residual Value of such Equipment as such Present Value of the Residual Value thereof was computed on the Term Loan Conversion Date (i.e., without giving effect to the relevant percentage fifty (50%) percent applied for purposes of determining the advance rate under the Borrowing Base), less the amounts theretofore paid pursuant to the preceding clause (A); provided that the Borrowers shall be obligated to prepay to the Banks the full amount described in this clause (B) not later than simultaneously with the grant to any Person, other than the Agent and the Banks, of a Lien on such Equipment or any related Contract or in the inverse order event any such other Person has such a Lien. (iii) In the event of any sale, lease or other disposition of assets included under any clause of the maturities thereofBorrowing Base other than clause (c) (i.e., secondResidual Value Clause), the Borrowers shall, as soon as possible but in any event within eight (8) days following consummation of any such transaction, prepay the Loans in an amount equal to the outstanding aggregate principal installments one hundred (100%) percent of the Equipment proceeds of such transaction net of the cost of disposition. (iv) In the event of any refinancing of any asset included under any clause of the Borrowing Base, the Borrowers shall repay the Loans in the inverse order respective amounts set forth in the preceding paragraphs of this subsection 2.8(b), but such repayment shall be made on the earlier of the maturities thereof, and third, date of any such refinancing or the respective date referred to in the remaining Advances in such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofpreceding paragraphs. (c) Borrower From and after the Term Conversion Date, the Borrowers shall prepay the outstanding amount of the Term Loan Loans in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing any surplus proceeds remaining after realization on or after January 1, 1999, payable no later than thirty foreclosure by any holder of its Lien on Eligible Residual Leased Property included under clause (30c) days following delivery of the financial statements Borrowing Base (i.e., Residual Value Clause) such prepayment to be made simultaneously with receipt by any Borrower or the Agent referred of any such surplus proceeds. The Agent shall apply any such proceeds actually received to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments prepayment of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statementsLoans. (d) At its option, Borrower may at any time and The Borrowers shall have the right to prepay the Loans from time to time prepay in whole or in part part. Any amount repaid during the outstanding Credit Period may, subject to the terms and conditions hereof, including the limitations imposed by Section 2.8, be reborrowed hereunder during the Credit Period. Loans prepaid after the Commitment Termination Date may not be reborrowed. (e) All prepayments of Eurodollar Loans shall be made together with payment of all interest accrued on the amount prepaid. No premium or penalty shall be required to be made with any prepayment, except as otherwise provided in Section 2.20 hereof, including, without limitation, in respect of Eurodollar Loans repaid on a day other than the last day of the Advances without premium or penalty; providedInterest Period relating thereto. (f) Prepayments shall be applied first to reduction of Prime Rate Loans and then to Eurodollar Loans, however, Borrower cannot terminate this Agreement except and the Borrowers shall be liable for any payments due under Section 2.20 hereof as provided in Article XIII hereofa result of any prepayment.

Mandatory and Optional Prepayments. (a) Except as otherwise expressly provided in Section 4.3On each Remittance Date following the Facility Termination Date, when Borrower sells or otherwise disposes of any Collateral other than Inventory sold in the ordinary course of business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale or other disposition (i.e., gross proceeds less the reasonable costs of such sale or other disposition), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds~ and until the date of payment such proceeds Available Collections shall be held applied to reduce the Net Investment in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by accordance with Section 4.1(d)(viii) of the term and conditions hereofCTA Agreement. (b) Repayments under Prior to the foregoing paragraph Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency, the Borrower shall either: (ai) within five (5) Business Days (the “Deficiency Cure Period”) deliver or cause to be delivered additional Eligible Accounts to the Trustee or deposit or cause to be deposited cash into the Principal Payment Account, in either case, in an amount (based , in the case of Eligible Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as determined by the Agent) at least equal to such Borrowing Base Deficiency or (ii) in the event that the Borrowing Base Deficiency arises as a result of the determination of Market Value pursuant to clause (ii) of the definition thereof, at the Borrower’s option either (A) follow the procedures set forth in clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in the definition of Market Value, and upon a final determination of Market Value as contemplated therein, to the extent that a Borrowing Base Deficiency still exists after using the final determination of Market Value, then, the Borrower shall follow the procedures set forth in clause (i) of this Section 2.6(b); provided that in such event, the Deficiency Cure Period shall be fifteen (15) Business Days following the occurrence of a Borrowing Base Deficiency. Funds deposited in the Principal Payment Account shall be applied to the reduction of the Net Investment in the manner and subject to the priority of payments provided in Section 4.1(c) of the CTA Agreement. Any cash deposited by the Borrower pursuant to this Section 2.6(b) shall be applied first, made from funds other than Available Collections otherwise distributable to the outstanding principal installments on the Term Loan in the inverse order Borrower pursuant to Section 4.1(d) of the maturities thereofCTA Agreement, second, to which may be used by the outstanding aggregate principal installments of the Equipment Loans in the inverse order of the maturities thereof, and third, to the remaining Advances in Borrower for such order as Agent may determine, subject to Borrower's ability to reborrow Revolving Advances in accordance with the terms hereofpurpose. (c) Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for each fiscal year commencing on or after January 1, 1999, payable no later than thirty (30) days following delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred and twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.11(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements[Reserved]. (d) At its option[Reserved]. (e) [Reserved]. (f) The Borrower shall have the right on any date, upon written notice to the related Managing Agent not later than two (2) Business Days prior to such date, to deposit into the Principal Payment Account prepayments of principal on the VFN. Any such prepayment (i) shall be at least $1,000,000 and integral multiples of $100,000 in excess thereof and (ii) shall be made from funds other than Available Collections, other than Available Collections otherwise distributable to the Borrower may at any time and from time pursuant to time prepay in whole or in part the outstanding amount Section 4.1(d) of the Advances without premium CTA Agreement, which may be used by the Borrower for such purpose. (g) With respect to each Group, each Managing Agent agrees that amounts paid to the Managing Agents from amounts deposited in the Principal Payment Account pursuant to the provisions of the CTA Agreement shall be applied pro rata to repay: (i) maturing Tranches, Related Liquidity Draw or penaltyrelated Credit Support Disbursements as they mature or (ii) upon the Borrower’s request, with the approval of the related Managing Agent, in its sole discretion (except with respect to amounts deposited pursuant to Section 2.6(f) hereof as to which no such approval shall be required), any other Tranche; provided, however, provided that the Borrower cannot terminate this Agreement except as provided shall pay any costs incurred in Article XIII connection with such repayment in accordance with Section 7.4(b) and (c) hereof. The Net Investment shall be reduced by any amounts withdrawn and paid to or at the direction of such Managing Agent from the Principal Payment Account. (h) The entire principal balance of the VFN shall be due and payable on the applicable Stated Maturity Date together with all accrued and unpaid interest thereon.