Common use of Mandatory Payments Clause in Contracts

Mandatory Payments. If at any time (i) the Aggregate Outstanding Credit Exposure is in excess of the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) the Borrower or any of its Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in full. Notwithstanding anything to the contrary contained herein, upon any redetermination of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Mandatory Payments. If at any time (i) the Aggregate Outstanding Credit Exposure is in excess of the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay The Obligor shall repay the principal balance of the Loans in an aggregate amount at least equal to this Note, as follows: twice per fiscal month (plus such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) the Borrower or any of its Subsidiaries become obligated to prepay all or any portion of additional payments as the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar actionAgent may approve from time to time) provided that immediately after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior giving effect to any such prepaymentpayment, BBI has unrestricted cash and cash equivalents of not less than $4,000,000, in an amount not to exceed a ratable portion (together with all other Series C Notes) of the Monthly Excess Cash Flow Amount for the fiscal month most recently ended prior to the repayment date for which financial statements, and except supporting calculations supporting the calculation of the Monthly Excess Cash Flow Amount, have been delivered to and approved by the Senior Agent; and within five (5) business days of the receipt thereof, in an amount not to exceed a ratable portion (together with all other Series C Notes) of 80% of the identifiable net cash proceeds of an offering of equity securities of the Obligor or any subsidiary thereof (and (I) if such proceeds represent proceeds from an offering of convertible debt securities, the issuance of such convertible debt securities is permitted in accordance with the Senior Debt Documents as otherwise provided in effect from time to time and permitted (II) in the case of any offering of equity securities by Section 7.14(c), prepay a subsidiary of the Loans and reduce the Commitments in full. Notwithstanding anything Obligor solely to the contrary contained herein, upon any redetermination extent representing net cash proceeds received from a Person other than the Obligor or another subsidiary of the Borrowing Base Obligor). In addition to the Obligor’s payments made pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing DeficiencyParagraph ‎1(a), the Borrower Obligor shall promptly, but pay in all events within two (2) Business Days after full the Administrative Agent gives notice Principal Amount of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in and any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid interest on the principal so prepaid. Any principal or interest prepaid pursuant Series C Notes on the earliest to occur (the “Maturity Date”) of (a) October 20, 2018, (b) the acceleration of the maturity of this Section shall be in addition toNote by the Holder upon the occurrence of an Event of Default, and not (c) a Sale of Obligor (as defined below). Simultaneously with the delivery to the Senior Agent, and in lieu ofany event within twenty-five (25) days of the end of each fiscal month, all payments otherwise required the Obligor shall deliver to be paid under the Loan Documents at Holder a certificate executed by the time Chief Financial Officer of the Obligor setting forth calculations of the Monthly Excess Cash Flow and the Monthly Excess Cash Flow Amount for such prepaymentfiscal month (the “Monthly Statements”).

Mandatory Payments. If at any time (i) In addition to the Aggregate Outstanding Credit Exposure is in excess payments required by Section 2.1.2, the Borrower shall make mandatory prepayments of the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the outstanding principal amount of the Term Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) the inverse order of maturity as follows: Upon receipt by Borrower or any of its Subsidiaries become obligated to prepay all of any Net Proceeds in connection with the issuance of any equity security or debt security (such as a promissory note or other similar instrument) by the Borrower or such Subsidiary after the Closing Date, other than proceeds of any portion outstanding Indebtedness permitted under Section 6.2.1(ix), then on the first Business Day after such issuance, the Borrower shall repay the principal amount of the Senior NotesTerm Loans in inverse order of maturity in an amount equal to 100% of such Net Proceeds. Notwithstanding any term in this Section 2.7.2(a) to the contrary, the Borrower shall not be required to make any Permitted Bond Indebtedness mandatory prepayment with: (i) the first $2,000,000 of Net Proceeds received in connection with the exercise of stock options by officers of the Loan Parties during any fiscal year of the Borrower or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result (ii) Net Proceeds received in connection with sales of acceleration stock (A) to employees or similar action) after a default or event former employees of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in full. Notwithstanding anything according to the contrary contained herein, upon any redetermination Borrower's stock option plan in effect from time to time or according to policies of the Borrowing Base Borrower summarized in the documents filed by the Borrower with the Securities and Exchange Commission and (B) to retailer customers of the Borrower and its Subsidiaries in the ordinary course of the Borrower's business; Upon receipt by Borrower or any of its Subsidiaries of any Net Proceeds with respect to an Asset Disposition permitted pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency)6.2.7, then on the first Business Day after receipt of the Net Proceeds from such Asset Disposition, the Borrower shall promptly, but repay the principal amount of the Term Loans in all events within two (2) Business Days after the Administrative Agent gives notice inverse order of maturity in an amount equal to 100% of such Deficiency (or increase Net Proceeds. Notwithstanding any term in such Deficiencythis Section 2.7.2(b) to the Borrowercontrary, prepay the Borrower shall not be required to make any mandatory prepayment with: (A) Net Proceeds received in connection with any Asset Disposition so long as all of such Net Proceeds are reinvested in other Property or assets to be used by the Borrower or the applicable Subsidiary in its business operations within 180 days of the consummation of the relevant Asset Disposition; and (B) the first $5,000,000 of Net Proceeds received in connection with any Asset Disposition during any fiscal year of the Borrower that are not otherwise used to purchase replacement Property or assets pursuant to the terms of Section 2.7.2(b)(A); Within ten days of its delivery of the financial statements required under Section 6.3.2, the Borrower shall repay the principal amount of the Loan Term Loans in an aggregate amount inverse order of maturity as follows: (i) if the Leverage Ratio at least the end of the Borrower's most recently ended fiscal year (as determined by reference to the financial statements delivered pursuant to Section 6.3.2; the "Determination Date") is equal to or greater than 2.00 to 1.00, such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section repayment shall be in addition toan amount equal to 50% of Excess Cash Flow; and (ii) if the Leverage Ratio at the Determination Date is less than 2.00 to 1.00, and the Borrower shall not in lieu of, all payments be required to make any repayment otherwise required to be paid under the Loan Documents at the time of such prepaymentby this Section 2.7.2(c).

Mandatory Payments. If Borrower shall make payments to Lender upon the occurrence of the following events and in the following amounts: (a) concurrently with (but in no event later than one Business Day after Borrower has knowledge of the receipt of the proceeds thereof) any sale, redemption, disposition, or exchange, of any Collateral, including, without limitation, the sale of the Xxxxxx Optioned Stock by Borrower to Xxxxxx, in an amount equal to one hundred percent (100%) of the Net Cash Proceeds realized by Borrower from such transaction; and (b) concurrently with (but in no event later than one Business Day after Borrower has knowledge of the receipt of the proceeds thereof) Borrower's receipt of any Distributions or other cash proceeds paid to Borrower with respect to the Collateral, including, but not limited to Distributions made on account of any investment of Borrower in Logix Enterprises or Logix Communications (in the form of Debt or equity), but excluding Distributions with respect to the Xxxxxx Optioned Stock, in an amount equal to one hundred percent (100%) of such Distributions or cash proceeds received by Borrower; provided, however that prior to the occurrence of a Default or Potential Default Borrower shall be entitled to receive, and not apply as prepayments, non-liquidating Distributions made from time to time by Xxxxxx Parkway, L.L.C., to its members generally, in the ordinary course of its business, in the amount of up to $45,000 per month ("Xxxxxx Parkway Distributions") (and Lender shall have no continued security interest or Lien nor any Right or Claim in the Xxxxxx Parkway Distributions after they are received by Borrower); and, without limiting the foregoing, during each Anniversary Period, Borrower shall make payments to Lender, as a result of payments or Distributions made on account of the Debt or equity instruments or securities issued to Borrower by Logix Enterprises, in the amount of at any time least $3,000,000 (each a "Minimum Payment"). In its discretion, Borrower may cover shortfalls in Minimum Payments by making payments to Lender of the Net Cash Proceeds from (i) the Aggregate Outstanding Credit Exposure is in excess sale by Borrower of Released Shares to the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency)extent permitted by Section 8.18, or (ii) subject to Section 3.3(a), prior to the occurrence of a Default or Potential Default, the sale by Borrower or of shares of Communications constituting Collateral so long as the price per share of any of its Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, Collateral shares sold is not below $7.00 per share. Any payments made as a result of acceleration (payments or similar action) after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in full. Notwithstanding anything to the contrary contained herein, upon any redetermination Distributions made on account of the Borrowing Base pursuant Debt or equity instruments or securities issued to Section 2.6.6 which results Borrower by Logix Enterprises in excess of $3,000,000 per Anniversary Period, shall reduce future Minimum Payments on a Deficiency (or increase in any existing Deficiency), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepaymentpro rata basis.

Mandatory Payments. If Provided that a Default or Event of Default has not otherwise occurred and be continuing hereunder, if at any time (i) the Aggregate Outstanding Credit Exposure is in excess aggregate outstanding amount of the Aggregate Commitment Receivables Loan A advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of the Receivables Loan A allowed pursuant to Section 2.1(a) (in this Section, such excess is called a “DeficiencyReceivables A Overadvance”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay (ii) the principal aggregate outstanding amount of the Loans in Inventory Loan advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of the Inventory Loan A allowed pursuant to Section 2.2(a) (an “Inventory A Overadvance”), (iii) the aggregate outstanding amount at least equal of the Receivables Loan B advanced hereunder by Lenders to such Deficiency Houston Auto exceeds the maximum amount of the Receivables Loan B allowed pursuant to Section 2.4(a) (ora “Receivables B Overadvance”; a Receivables B Overadvance and a Receivables A Overadvance, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiencyeach a “Receivables Overadvance”), or (iiiv) the aggregate outstanding amount of the Inventory Loan B advanced hereunder by Lenders to Houston Auto exceeds the maximum amount of the Inventory Loan B allowed pursuant to Section 2.5(a) (an “Inventory B Overadvance”; a Inventory B Overadvance and an Inventory A Overadvance, each an “Inventory Overadvance”) Borrowers shall immediately and without notice, repay to Administrative Agent, for the account of Lenders, an amount sufficient to eliminate any such excess. In the event an Initial Borrower sells, transfers, assigns or any otherwise disposes of its Subsidiaries become obligated to prepay all or any portion of its Receivables or Automobile Inventory, other than in the Senior Notesordinary course of business (subject, at all times, to the restrictions set forth in Section 6.2(c) of this Agreement), Initial Borrowers shall apply all proceeds of any Permitted Bond such sale, transfer, assignment or other disposition to reduce the outstanding balance of the Indebtedness (with such proceeds, in the case of a sale of Receivables, shall be applied first to the Receivables Loan A, and proceeds of the sale of Automobile Inventory to be applied first to the Inventory Loan A (unless such Automobile Inventory constitutes Calcott Automobile Inventory, in which case the proceeds of such sale shall be applied first to the Term Loan A)). In the event Houston Auto sells, transfers, assigns or otherwise disposes of all or any Indebtedness evidenced by a 9.60% Senior Notes Refinancingportion of its Receivables or Automobile Inventory, as a result other than in the ordinary course of acceleration business (or similar actionsubject, at all times, to the restrictions set forth in Section 6.2(c) after a default or event of default thereunder or with respect theretothis Agreement), the Borrower or its Subsidiaries shall, prior to Houston Auto shall apply all proceeds of any such prepaymentsale, transfer, assignment or other disposition to reduce the outstanding balance of the Indebtedness (with such proceeds, in the case of a sale of Receivables, shall be applied first to the Receivables Loan B, and except as otherwise provided and permitted by Section 7.14(c), prepay proceeds of the Loans and reduce the Commitments in full. Notwithstanding anything sale of Automobile Inventory to be applied first to the contrary contained hereinInventory Loan B (unless such Automobile Inventory constitutes Texas Legacy Automobile Inventory, upon any redetermination of in which case the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice proceeds of such Deficiency (or increase in such Deficiency) sale shall be applied first to the Borrower, prepay the principal of the Term Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing DeficiencyB). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment).

Mandatory Payments. If at Upon receiving any proceeds with respect to a Mandatory Payment Event, the Borrower shall, within five Business Days thereafter, file with the Bankruptcy Court and provide notice of the Debtors’ proposed allocation of the Net Cash Proceeds therefrom, which distribution shall be in accordance with the requirements of clause (b) below (such notice, the “Mandatory Payments Notice”). If, within 10 days after the filing of the Mandatory Payments Notice (the “Mandatory Payments Objection Period”), a party in interest (with appropriate standing) objects to the proposed allocation of such Net Cash Proceeds (or any portion thereof): (1) the Borrower, the Lenders and the Lender Advisors shall, in good faith, attempt to resolve the dispute with the objector; and (2) if the dispute has not been resolved in accordance with the preceding clause (1) within 10 days after the objection is raised (or another mutually agreed upon period), the Borrower and the objector shall seek an order of the Bankruptcy Court resolving any unresolved issues. With respect to any portion (or all) of such Net Cash Proceeds as to which no party objects to the proposed allocation of such proceeds, the Borrower shall distribute such Net Cash Proceeds (or any undisputed portion thereof) as proposed in the Mandatory Payments Notice within five Business Days after the end of the Mandatory Payments Objection Period in accordance with clause (b) below. In connection with any Mandatory Payment Event, the Borrower shall within the time period set forth in clause (a) above pay: (i) the Aggregate Outstanding Credit Exposure Prepetition First Lien Secured Debt with the Net Cash Proceeds therefrom, but only to the extent that the Prepetition First Lien Secured Debt is in excess of secured by the Aggregate Commitment (in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or respective assets so sold; and (ii) the Borrower or any of its Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or event of default thereunder or Loans with respect thereto, the Borrower or its Subsidiaries shall, prior to any such prepaymentother Mandatory Payment Event with respect to assets constituting DIP Collateral that do not secure the Prepetition First Lien Secured Debt; provided, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the that if there are Commitments in full. Notwithstanding anything to the contrary contained herein, upon any redetermination of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of the Mandatory Payment Event, the Commitments shall be permanently reduced on a dollar-for-dollar basis by an amount equal to such prepayment.Net Cash Proceeds that otherwise would have been applied to the Loans pursuant to this clause (ii) and the Borrower shall be entitled to retain that portion of such Net Cash Proceeds of such Mandatory Payment Event that were so applied to reduce the Commitments and the remaining amount of such Net Cash Proceeds shall be applied to pay the Loans as provided herein; provided, further, that if any asset-backed securitization facility issued by HVF II or HFLF is refinanced, the value attributed or available to the Capital Stock of HVF II, HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. and Donlen Fleet Lease Funding LLC after payment in full of all outstanding obligations (including obligations of the respective securitization issuer and the payment of any Casualty Superpriority Claims) may be reinvested in such refinancing facility, so long as such facility meets the requirements set forth herein, and the Lenders and the Prepetition Secured Parties (to the extent of their prepetition Lien (if any) on the Capital Stock of HVF II, HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. or Donlen Fleet Lease Funding LLC, as applicable) shall be granted a perfected security interest and lien on the Capital Stock of the issuer of such refinancing facility and any other securities issued by such issuer and retained by any Loan Party, to the extent and subject to any provisions of such facility, including Required Standstill Provisions (with such Liens having the priorities provided herein). All Net Cash Proceeds shall be retained by the Borrower in a segregated account (the “Net Cash Proceeds Account”) until distributed in accordance with clause (b) above. To the extent Prepetition First Lien Secured Debt is paid in full pursuant to a final, non-appealable

Mandatory Payments. If at any time (i) Unless accelerated pursuant to the Aggregate Outstanding Credit Exposure is in excess ------------------ terms and conditions of the Aggregate Commitment Loan Documents or paid before the scheduled maturity date, the Borrower shall pay to Tammac ninety-six (96) consecutive minimum monthly payments each in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact an amount equal to Borrower, prepay the principal ninety-four (94%) percent of the Loans scheduled monthly payments of principal and interest due on the Acceptable Contracts comprising the collateral security for the Loan. All mandatory payments as hereinabove provided shall be applied first to the payment of accrued and unpaid interest and the balance shall be applied to the payment of installments of principal then remaining unpaid. The aforesaid payments shall be payable in an aggregate amount at least equal to arrears on the first day of each calendar month commencing on the first (1st) day of the month next following the date of the Loan closing and shall continue until such Deficiency (ortime as the full principal sum, if together with all amounts owing under the Loans Loan have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) the Borrower or any of its Subsidiaries become obligated to prepay all or any portion . The aforesaid payments shall be payable out of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or monthly collections received under the Acceptable Contracts. In the event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior monthly collections from the Acceptable Contracts are insufficient to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay pay principal and/or interest on the Loans and reduce the Commitments in full. Notwithstanding anything to the contrary contained herein, upon any redetermination of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency)Loan, the Borrower shall promptlypay the interest and/or principal insufficiency on the first of each month as aforesaid. If, at any time during the term of the Loan, any of the Acceptable Contracts fail to continue to be Acceptable Contracts and, as a result, the amount advanced exceeds the Advance Limit, the Borrower will be required to immediately prepay an amount equal to the excess borrowing. If at any time the aggregate outstanding amount of the Loan shall exceed the Advance Limit, Borrower shall immediately notify Tammac of such fact and make a mandatory prepayment in such amount necessary (including accrued interest) to reduce the outstanding principal amount of the Loan to the Advance Limit. If a mandatory prepayment is required as herein provided, the Borrower shall have the right, during the Draw Period, in lieu of payments to eliminate all, or any part, of the excess borrowing and thereby avoid the obligation to make a mandatory prepayment by: (a) promptly notifying Lender in writing of Borrower's intention to assign new Acceptable Contracts of equal or greater value to the required amount and (b) promptly effectuating the assignment of the new Acceptable Contracts, but in all events within two no event later than five (25) Business Days business days after the Administrative Agent gives notice of such Deficiency (the over Advance is sent to Borrower by Tammac. Any mandatory prepayments made hereunder shall not affect the due date or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount of any other required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid made under the Loan Documents at the time of such prepaymentLoan.

Mandatory Payments. If at any time (i) Within one (1) Business Day after any Credit Party's receipt of any Net Cash Proceeds of Sale, the Aggregate Outstanding Credit Exposure is Borrower in excess receipt thereof, or in a position to direct the disposition of such funds, shall make or cause to be made a mandatory prepayment of the Aggregate Commitment Obligations; provided, however, that, to the extent any such proceeds (i) so long as any Senior Notes are outstanding constitute "Net Proceeds" from an "Asset Sale" (as such terms are defined in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), Senior Note Indenture) or (ii) are proceeds of collateral for Existing Secured Debt and are required by the terms of the relevant Existing Secured Debt Indenture to be applied to the repayment of Existing Secured Debt, then such Borrower shall be entitled to apply such proceeds to the repayment of the relevant Existing Secured Debt. Notwithstanding the foregoing, in the event such Borrower receives (i) Net Cash Proceeds of Sale constituting a portion of "Net Proceeds" of an "Asset Sale" which, at the time of the receipt thereof are not, pursuant to the relevant Existing Secured Debt Indenture, required, at such time, to be applied to the repayment of the relevant Existing Secured Debt but which may, if certain contingencies are not met, be required to be so applied at a later date or (ii) such proceeds that would not constitute "Net Cash Proceeds of Sale" until the failure of a certain contingency described in clause (b) of the definition thereof (in each case, such proceeds being the "Pending Proceeds"), then during such interim period, all of the Pending Proceeds shall be applied to the Revolving Credit Obligations (or, to the extent no Revolving Credit Obligations (other than contingent Revolving Credit Obligations) are outstanding, as a deposit in the Cash Collateral Account), and, until it is determined whether such Pending Proceeds shall be required to be applied to the repayment of the relevant Existing Secured Debt in accordance with the terms of the relevant Existing Secured Debt Indenture or against Term Loans pursuant to this Section an availability reserve shall be established against the Revolving Loan Commitments in the amount of the Pending Proceeds applied to the Revolving Loans. In the event any portion of such Pending Proceeds are required to be applied to the repayment of the relevant Existing Secured Debt or against Term Loans pursuant to this Section, then all Pending Proceeds deposited with the Collateral Agent shall be released to such Borrower for the purpose of making such repayment and the aforementioned availability reserve shall be abated to the extent necessary to permit a Borrowing of Revolving Loans (but in an amount not in excess of such reserve), the proceeds of which shall be used to make the required repayment of the relevant Existing Secured Debt or Term Loans, as the case may be. To the extent it is determined that no repayment of the relevant Existing Secured Debt is required to be made with the Pending Proceeds, then all such proceeds on deposit with the Collateral Agent shall be applied to the Obligations in accordance with the following sentence, the aforementioned availability reserve shall be abated in its Subsidiaries become obligated entirety and that portion of the Pending Proceeds that was applied to prepay all or the Revolving Loans shall be deemed to have been applied to the Obligations in accordance with the following sentence (it being understood that if any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or event of default thereunder or with respect theretoPending Proceeds originally applied to the Revolving Loans are deemed to have been permanently applied to the Term Loans, the Borrower or its Subsidiaries shall, prior to any such prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay Funding Agent shall make a corresponding increase in the Loans and reduce the Commitments in full. Notwithstanding anything to the contrary contained herein, upon any redetermination outstanding balance of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing DeficiencyRevolving Loans), the Borrower shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal . Any mandatory prepayment of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount obligations required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid made pursuant to this Section 3.01(b)(i) (other than the initial application of Pending Proceeds to the Revolving Loans) shall be applied first, to Term Loans as set forth in addition toSection 3.02(b)(ii), second, to the outstanding principal amount of the Swing Loans and not in lieu ofthird, all payments otherwise required to be paid under the Loan Documents at outstanding principal amount of the time of such prepaymentRevolving Loans.

Mandatory Payments. If at (a) Subject to Section 7.1 hereof, when any time Loan Party sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the Net Cash Proceeds received by such Loan Party in connection with such sale or disposition to the extent that the amount of Net Cash Proceeds received such by Loan Party exceeds (iI) the Aggregate Outstanding Credit Exposure is $250,000 for any such single sale or disposition or (II) $1,000,000 with respect to all such sales or dispositions occurring in excess of the Aggregate Commitment (in this Sectionany fiscal year, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice repayments to be made promptly but in no event more than three (3) Business Days following receipt of such fact Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) the Borrower or any of its Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (or similar action) after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior be implied consent to any such prepayment, sale otherwise prohibited by the terms and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in fullconditions hereof. Notwithstanding anything to the contrary contained hereinforegoing and provided no Event of Default has occurred and is continuing, upon any redetermination of the Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower such Net Cash Proceeds shall promptly, but in all events within two (2) Business Days after the Administrative Agent gives notice of such Deficiency (or increase in such Deficiency) to the Borrower, prepay the principal of the Loan in an aggregate amount at least equal to such Deficiency (or increase in any previously existing Deficiency) or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (or increase in any previously existing Deficiency). Each payment of principal under this Section shall not be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under so applied to the extent (A) the Borrowing Agent delivers to the Agent concurrently with the consummation of such sale or other disposition, a certificate stating that Borrowers intend to use such Net Cash Proceeds to acquire fixed, capital or replacement assets used or useful in the Loan Documents at Parties' business within one hundred eighty (180) days of the time receipt of such prepaymentNet Cash Proceeds and (B) Borrowers in fact either (x) reinvest such Net Cash Proceeds within such one hundred eighty (180) day period or (y) enter into a binding commitment to reinvestment such Net Cash Proceeds within such one hundred eighty (180) day period and if so committed, make such reinvestment within ninety (90) days after such initial one hundred eighty (180) day period. Any Net Cash Proceeds not so reinvested shall be applied to prepay the Advances. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof .