Common use of Mandatory Repayments of Term Loans Clause in Contracts

Mandatory Repayments of Term Loans. 3.2.1. If at any time the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base at such time, the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application to the Term Loans. Notwithstanding the foregoing, however, in the event that the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base, the Loan Parties shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute Eligible Containers in accordance with §3.2.3 below in order, in each case, to remedy any such deficiency. For the avoidance of doubt, no prepayment of any portion of the Principal Balances of the Term Loans pursuant to this §3.2 may be reborrowed by the Borrower. 3.2.2. On the Principal Payment Date immediately following (x) the receipt by any Loan Party of Net Cash Sale Proceeds from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers (each of the events described in clauses (x) and (y), a “Prepayment Event”), such Loan Party shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the Eligible Containers which are the subject of such Prepayment Event; provided, however, that (i) such Loan Party may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §3.2.2 exceeds an amount equal to the product of (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Date. Notwithstanding the foregoing, so long as no Event of Default shall be continuing, the Loan Parties may elect to reduce any prepayment which would otherwise be payable by the Borrower pursuant to this provision by substituting new Eligible Containers for the Eligible Containers subject of such Prepayment Event(s) in accordance with the procedure therefor set forth in §3.2.3 hereof and subject to the limitations set forth therein. 3.2.3. The Loan Parties may from time to time add new Eligible Containers to the Borrowing Base (x) in order to remedy any deficiency in the Borrowing Base (to the extent permitted pursuant to §3.2.1 hereof) or (y) in substitution for any Eligible Container that has been subject to a Prepayment Event; provided that at the time of each such addition, substitution or removal: (a) the aggregate sum of the Net Book Values as of the Restatement Date of all Eligible Containers that have been substituted for, removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) five percent (5%) and (B) the Facility Amount or (2) during the term of this Loan Agreement, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amount; (b) no Event of Default hereunder exists or will exist giving effect thereto; and (c) if a replacement or substitution, such Container(s) is an Eligible Container and is of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed. The additional or replacement Container(s) shall become Container(s) subject to this Loan Agreement and the Security Document and the security interest granted to the Administrative Agent pursuant to the Security Documents and shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment of principal of the Term Loans, the Borrower shall also pay the Administrative Agent, for the account of the Lenders, (A) such Lender’s pro rata share of the interest accrued to the date of prepayment with respect to the principal amount being prepaid and (B) any costs incurred by such Lender in connection therewith in accordance with §5.9. Each such prepayment shall be applied to reduce the outstanding Principal Balances of the Loans of each Lender in accordance with such Lender’s pro rata share of the aggregate prepayment amount. The Administrative Agent will promptly notify each Lender of its receipt of any notice of prepayment, and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of this §3.2.4).

Mandatory Repayments of Term Loans. 3.2.1. If at any time the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base at such time, the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application to the Term Loans. Notwithstanding the foregoing, however, in the event that the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base, the Loan Parties shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute Eligible Containers in accordance with §3.2.3 below in order, in each case, to remedy any such deficiency. For the avoidance of doubt, no prepayment of any portion of the Principal Balances of the Term Loans pursuant to this §3.2 may be reborrowed by the Borrower. 3.2.2. On the Principal Payment Date immediately following (x) the receipt by any Loan Party of Net Cash Sale Proceeds from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers (each of the events described in clauses (x) and (y), a “Prepayment Event”), such Loan Party shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the Eligible Containers which are the subject of such Prepayment Event; provided, however, that (i) such Loan Party may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §3.2.2 exceeds an amount equal to the product of (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Datehereunder. Notwithstanding the foregoing, so long as no Event of Default shall be continuing, the Loan Parties may elect to reduce any prepayment which would otherwise be payable by the Borrower pursuant to this provision by substituting new Eligible Containers for the Eligible Containers subject of such Prepayment Event(s) in accordance with the procedure therefor set forth in §3.2.3 hereof and subject to the limitations set forth therein. The payments under §§ 3.2.1 and 3.2.2 shall be applied pro rata across the remaining scheduled payments Principal Balances due under this Loan Agreement. 3.2.3. The Loan Parties may from time to time add new Eligible Containers to the Borrowing Base (x) in order to remedy any deficiency in the Borrowing Base (to the extent permitted pursuant to §3.2.1 hereof) or (y) in substitution for any Eligible Container that has been subject to a Prepayment Event; provided that at the time of each such addition, substitution or removal: (a) the aggregate sum of the Net Book Values as of the Restatement Closing Date of all Eligible Containers that have been substituted for, for removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Closing Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) five percent (5%) and (B) the Facility Amount or (2) during the term of this Loan Agreement, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amount; (b) no Event of Default hereunder exists or will exist giving effect thereto; and; (c) if a replacement or substitution, such Container(s) is an Eligible Container and is of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed; and (d) the aggregate sum of the Net Book Values as of the Closing Date of all Eligible Containers that have been substituted for removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Closing Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amount, or (2) during the term of this Loan Agreement, an amount equal to the product of (A) forty percent (40%) and (B) the Facility Amount. The additional or replacement Container(s) shall become Container(s) subject to this Loan Agreement and the Security Document Agreement and the security interest granted to the Administrative Agent pursuant to the Security Documents and shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment of principal of the Term Loans, the Borrower shall also pay the Administrative Agent, for the account of the Lenders, (A) such Lender’s pro rata share of the interest accrued to the date of prepayment with respect to the principal amount being prepaid and (B) any costs incurred by such Lender in connection therewith in accordance with §5.9. Each such prepayment shall be applied to reduce all remaining scheduled Principal Payment Amounts (including the Principal Payment Amount due on the Maturity Date) on a pro rata basis by an amount equal to (x) the amount of such prepayment divided by (y) the number of remaining scheduled principal payments (including the Principal Payment Amount due on the Maturity Date) and to reduce the outstanding Principal Balances of the Loans of each Lender in accordance with such Lender’s pro rata share of the aggregate prepayment amount. The Administrative Agent will promptly notify each Lender of its receipt of any notice of prepayment, and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of this §3.2.4).

Mandatory Repayments of Term Loans. 3.2.1. If at any time the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base at such time, the The Borrower shall immediately pay the amount of on such excess Principal Payment Date to the Administrative Agent for the respective accounts of the Lenders for application to the respective Term Loans. Notwithstanding Loans an amount equal to the foregoingRequired Prepayment Amount; provided, however, in that (i) the event that the sum Borrower may defer payment of the outstanding principal Required Prepayment Amount until a subsequent Principal Payment Date on which the Required Prepayment Amount (including any such amount of deferred from a prior Principal Payment Date) exceeds One Million Dollars ($1,000,000), and (ii) the Term Loans exceeds Borrower shall be permitted, to satisfy any such payment on the Principal Payment Date by (x) adding Eligible Containers and/or Eligible Direct Finance Leases to the Borrowing Base, the Loan Parties shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute substituting Eligible Containers and/or Eligible Direct Finance Leases for assets then included in accordance with §3.2.3 below in orderthe calculation of the Borrowing Base, in each case, to remedy any such deficiencyin accordance with §3.2.2 below. For the avoidance of doubt, no prepayment of any portion of the Principal Balances principal balances of the Term Loans pursuant to this §3.2 3.2.1 may be reborrowed by the Borrower. The payments under Section 3.2.1 shall be applied to reduce on a pro-rata basis all the remaining scheduled Principal Payment Amounts due under this Loan Agreement. 3.2.2. On the The Borrower may on a Principal Payment Date immediately following (x) the receipt by any Loan Party of Net Cash Sale Proceeds Date, without consent from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers (each of the events described in clauses (x) and (y), a “Prepayment Event”), such Loan Party shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the add additional Eligible Containers which are the subject of such Prepayment Event; provided, however, that (i) such Loan Party may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §3.2.2 exceeds an amount equal to the product of (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Date. Notwithstanding the foregoing, so long as no Event of Default shall be continuing, the Loan Parties may elect to reduce any prepayment which would otherwise be payable by the Borrower pursuant to this provision by substituting new and/or Eligible Containers for the Eligible Containers subject of such Prepayment Event(s) in accordance with the procedure therefor set forth in §3.2.3 hereof and subject to the limitations set forth therein. 3.2.3. The Loan Parties may from time to time add new Eligible Containers Direct Finance Leases to the Borrowing Base (x) in order to remedy any deficiency and/or substitute Eligible Containers and/or Eligible Direct Finance Leases for assets then included in the calculation of the Borrowing Base (to the extent permitted Base, in each case, in lieu of all, or any portion of, any prepayment required pursuant to §Section 3.2.1 hereof) or (y) in substitution for any Eligible Container that has been subject to a Prepayment Event; provided that at the time of each such addition, substitution or removal: (a) the aggregate sum of the Net Book Values as of the Restatement Date of all Eligible Containers that have been substituted for, removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) five percent (5%) and (B) the Facility Amount or (2) during the term of this Loan Agreement, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amount; (b) no Event of Default hereunder exists or will exist giving effect thereto; and; (cb) if a replacement or substitutionsubstitution of an Eligible Container occurs, such replacement or substitute Container(s) is an Eligible Container and is of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties Borrower using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed. The additional ; (c) if a replacement or substitution of an Eligible Direct Finance Lease occurs, the credit rating or credit quality of each Lessee on such replacement Container(s) shall become Container(s) subject Eligible Direct Finance Lease is comparable to this Loan Agreement that of the replaced Lessee and the Security Document replacement and removed Eligible Direct Finance Leases were not selected using any adverse selection criteria and have an aggregate Net Present Value of Direct Finance Lease Receivables that is no less than the security interest granted to aggregate Net Present Value of Direct Finance Lease Receivables of Eligible Direct Finance Leases being removed or replaced; and (d) the Administrative Agent pursuant to the Security Documents and shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment aggregate sum of principal of the Term Loans, the Borrower shall also pay the Administrative Agent, for the account of the Lenders, (A) such Lender’s pro rata share the sum of the interest accrued to Net Book Values (measured as of the date Restatement Date) of prepayment with respect to the principal amount being prepaid all Eligible Containers and (B) any costs incurred by such Lender in connection therewith in accordance with §5.9. Each such prepayment shall be applied to reduce the outstanding Principal Balances sum of the Loans Net Present Values of each Lender in accordance with such Lender’s pro rata share Direct Finance Lease Receivables (measured as of the aggregate prepayment amount. The Administrative Agent will promptly notify each Lender Restatement Date) of its receipt of any notice of prepayment, all Eligible Direct Finance Leases that have been substituted for removed or replaced Eligible Containers and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of Eligible Direct Finance Leases pursuant to this §3.2.4)clause 3.

Mandatory Repayments of Term Loans. 3.2.1. If at any time the sum of the outstanding principal amount of the Term Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time, the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application to the Term Loans. Notwithstanding the foregoing; provided, however, that in the event that the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing BaseBase (but does not exceed the Total Commitment), the Loan Parties Borrower shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute Eligible Containers in accordance with §3.2.3 below in order, in each case, to remedy any such deficiency. For the avoidance of doubt, no prepayment of any portion of the Principal Balances of the Term Loans pursuant to this §3.2 may be reborrowed by the Borrower. 3.2.2. On the Principal Payment Date immediately following (x) the receipt by any Loan Party the Borrower of Net Cash Sale Proceeds from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers or Containers subject to a Direct Finance Leases or (z) the termination of any Direct Finance Lease prior to the end of its contractual term (each of the events described in clauses (x), (y) and (yz), a “Prepayment Event”), such Loan Party the Borrower shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the Eligible Containers or Containers subject to a Direct Finance Leases which are the subject of such Prepayment Event; provided, however, that (i) such Loan Party the Borrower may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §Section 3.2.2 exceeds an amount equal to the product of (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Datehereunder. Notwithstanding the foregoing, so long as no Event of Default shall be continuing, the Loan Parties Borrower may elect to reduce any prepayment which would otherwise be payable by the Borrower pursuant to this provision by substituting new Eligible Containers for the Eligible Containers or Direct Finance Lease subject of such Prepayment Event(s) in accordance with the procedure therefor set forth in §Section 3.2.3 hereof and subject to the limitations set forth therein.. The payments under Sections 3.2.1 and 3.2.2 shall be applied pro-rata across the remaining scheduled payments Principal Balances due under this Loan Agreement 3.2.3. The Loan Parties may Borrower from time to time add new Eligible Containers to the Borrowing Base (x) in order to remedy any deficiency in the Borrowing Base (to the extent permitted pursuant to §Section 3.2.1 hereof) or (y) in substitution for any Eligible Container or Direct Finance Lease that has been subject to a Prepayment Event; provided that at the time of each such addition, substitution or removal: (a) the aggregate sum of the Net Book Values as of the Restatement Date of all Eligible Containers that Administrative Agent shall have been substituted for, removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Date does not, without the provided its prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) five percent (5%) and (B) the Facility Amount or (2) during the term of this Loan Agreement, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amountthereto; (b) no Event of Default hereunder exists or will exist giving effect thereto; and; (c) if a replacement or substitution, such Container(s) is an Eligible Container and is of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties Borrower using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed; and (d) the aggregate sum of the Net Book Values as of the Closing Date of all Eligible Containers that have been substituted for removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Closing Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) ten percent (10%) and (B) the Net Book Value of all Eligible Containers at the beginning of such twelve month period, or (2) during the term of this Agreement, an amount equal to the product of (A) forty percent (40%) and (B) the sum of the aggregate Net Book Values of all Eligible Containers on the Availability Expiration Date. The additional or replacement Container(s) shall become Container(s) subject to this Loan Agreement and the Security Document Agreement and the security interest granted to the Administrative Agent pursuant to the Security Documents and shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party The Borrower shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment of principal of the Term Loansa Loan, the Borrower shall also pay the Administrative Agent, for the account of the Lenders, (A) such Lender’s pro rata share Pro Rata Share of the interest accrued to the date of prepayment with respect to the principal amount being prepaid and (B) any costs incurred by such Lender in connection therewith in accordance with §5.9. Each such prepayment shall be applied to reduce all remaining scheduled Principal Payment Amounts (including the Principal Payment Amount due on the Maturity Date) pro rata and to reduce the outstanding Principal Balances of the Loans of each Lender in accordance with such Lender’s pro rata share Pro Rata Share of the aggregate prepayment amount. The Administrative Agent will promptly notify each Lender of its receipt of any notice of prepayment, and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of this §3.2.4).

Mandatory Repayments of Term Loans. 3.2.1Subject to mandatory repayments of the Senior Credit Facility Loan due under the Senior Credit Facility Loan Agreement and as otherwise provided in the Intercreditor Agreement which may preclude any of the following: 3.1.1. Immediately upon receipt by any Credit Party of net cash proceeds from any asset disposition (excluding dispositions of inventory in the ordinary course of business), which, together with other asset dispositions in a Fiscal Year results in net cash proceeds in excess of $400,000 in the aggregate during such Fiscal Year, the Borrower shall prepay the Obligations in an amount equal to such proceeds. Notwithstanding the foregoing, the proceeds of asset dispositions which are reinvested in Capital Expenditures within 180 days after the date of receipt thereof need not be used to prepay the Obligations. The Borrower shall report to the Administrative Agent in writing its intention to reinvest such proceeds concurrently with each asset disposition and shall also report the dates and amounts of such reinvestments concurrently therewith. All prepayments made hereunder shall be applied in accordance with 3.1.4. 3.1.2. If at any time Credit Party issues Capital Stock (other than issuances of Capital Stock to employees of Holdings and its Subsidiaries), no later than the sum first Business Day following the date of receipt of the outstanding principal net cash proceeds thereof, the Borrower shall prepay the Obligations in an amount equal to all such net cash proceeds. Any such prepayment shall be applied in accordance with 3.1.4. 3.1.3. The Borrower shall prepay the Obligations in an amount equal to all net cash proceeds received by any Credit Party from Casualty Events which have not been utilized by such Credit Party within 180 days of receipt of such proceeds to the repair or replacement of the property so damaged, destroyed or taken; provided, however, if (i) the amount of the Term Loans such proceeds exceeds the Borrowing Base at such time$10,000,000 or (ii) a Default or Event of Default has occurred and is continuing, the Borrower shall immediately pay prepay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application to the Term Loans. Notwithstanding the foregoing, however, Obligations in the event that the sum of the outstanding principal amount of the Term Loans exceeds the Borrowing Base, the Loan Parties shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute Eligible Containers in accordance with §3.2.3 below in order, in each case, to remedy any such deficiency. For the avoidance of doubt, no prepayment of any portion of the Principal Balances of the Term Loans pursuant to this §3.2 may be reborrowed by the Borrower. 3.2.2. On the Principal Payment Date immediately following (x) the receipt by any Loan Party of Net Cash Sale Proceeds from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers (each of the events described in clauses (x) and (y), a “Prepayment Event”), such Loan Party shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the Eligible Containers which are the subject of such Prepayment Event; provided, however, that (i) such Loan Party may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §3.2.2 exceeds an amount equal to the product of (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Datenet cash proceeds. Notwithstanding the foregoing, so long as no Event of Default shall be continuing, the Loan Parties may elect to reduce any prepayment which would otherwise be payable by the Borrower pursuant to this provision by substituting new Eligible Containers for the Eligible Containers subject of such Prepayment Event(s) in accordance with the procedure therefor set forth in §3.2.3 hereof and subject to the limitations set forth therein. 3.2.3. The Loan Parties may from time to time add new Eligible Containers to the Borrowing Base (x) in order to remedy any deficiency in the Borrowing Base (to the extent permitted pursuant to §3.2.1 hereof) or (y) in substitution for any Eligible Container that has been subject to a Prepayment Event; provided that at the time of each such addition, substitution or removal: (a) the aggregate sum of the Net Book Values as of the Restatement Date of all Eligible Containers that have been substituted for, removed or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product of (A) five percent (5%) and (B) the Facility Amount or (2) during the term of this Loan Agreement, an amount equal to the product of (A) ten percent (10%) and (B) the Facility Amount; (b) no Event of Default hereunder exists or will exist giving effect thereto; and (c) if a replacement or substitution, such Container(s) is an Eligible Container and is of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed. The additional or replacement Container(s) shall become Container(s) subject to this Loan Agreement and the Security Document and the security interest granted to the Administrative Agent pursuant to the Security Documents and shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment of principal of the Term Loans, the Borrower shall also pay the Administrative Agent, for the account of the Lenders, (A) such Lender’s pro rata share of the interest accrued to the date of prepayment with respect to the principal amount being prepaid and (B) any costs incurred by such Lender in connection therewith in accordance with §5.9. Each Any such prepayment shall be applied to reduce the outstanding Principal Balances of the Loans of each Lender in accordance with such Lender’s pro rata share of the aggregate prepayment amount3.1.4. 3.1.4. The Administrative Agent will promptly notify each Lender of its receipt of any notice of prepaymentAll payments made pursuant to 3.1.1, 3.1.2 and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of this §3.2.4)3.

Mandatory Repayments of Term Loans. 3.2.1. If (a) In the event any of the Borrowers receives any Net Sale Proceeds from the sale or other disposition of assets permitted by §9.5.2 in an aggregate amount in excess of $100,000, (i) one hundred percent (100%) of such Net Sale Proceeds shall be paid to the Lenders for their pro rata accounts to be applied to the outstanding Term Loans at any time the sum Redemption Price (provided, that in the event such Net Sale Proceeds prior to the Final Order exceed the Redemption Price of the outstanding principal Term Loans, the excess shall be deposited into the DIP Collateral Account) and if prior to the Final Order, the Total Term Loan Commitment shall be permanently reduced by such amount, provided further, that, at such time as the aggregate amount of Net Sale Proceeds held in the DIP Collateral Account equals 110% of the Total Term Loans exceeds Loan Commitment (after giving effect to any concurrent reduction thereof), any additional Net Sale Proceeds shall be deposited into the Borrowing Base at such time, the Borrower shall immediately pay the amount of such excess to the Administrative Agent Prepetition Collateral Account as cash collateral for the respective accounts Prepetition Lender Debt (without prejudice to rights of the Lenders for application to the Term Loans. Notwithstanding the foregoing, however, unsecured creditors in the event that Net Sale Proceeds exceed the sum value of the outstanding principal amount Collateral for the Prepetition Lender Debt in the aggregate). (b) In the event any of the Term Loans exceeds the Borrowing Base, the Loan Parties shall be permitted, in lieu of the Borrower making the repayment of the Term Loans required pursuant to the immediately preceding sentence, within five (5) Business Days after the occurrence thereof, to (x) add Eligible Containers to the Borrowing Base and/or (y) substitute Eligible Containers in accordance with §3.2.3 below in order, in each case, to remedy any such deficiency. For the avoidance of doubt, no prepayment of any portion of the Principal Balances of the Term Loans pursuant to this §3.2 may be reborrowed by the Borrower. 3.2.2. On the Principal Payment Date immediately following (x) the receipt by any Loan Party of Net Cash Sale Proceeds from any Asset Sale or (y) the occurrence of an Event of Loss of one or more Eligible Containers (each of the events described in clauses (x) and (y), a “Prepayment Event”), such Loan Party shall pay to the Administrative Agent, for the respective accounts of the Lenders, on such Principal Payment Date an amount equal to the product of (x) eighty-two and one-half of one percent (82.5%) and (y) the sum of the Net Book Values (as of the last day of the most recently completed calendar month) of the Eligible Containers which are the subject of such Prepayment Event; provided, however, that Borrowers receives (i) such Loan Party may, at its option, elect to defer such prepayment until the next succeeding Principal Payment Date on which the amount required to be prepaid pursuant to this §3.2.2 exceeds an amount equal to the product of any insurance proceeds (x) one percent (1%) and (y) the sum of the original Principal Balances of all Term Loans advanced (or deemed to have been advanced) to the Borrower on the Restatement Date. Notwithstanding the foregoingexcluding, so long as no Default or Event of Default shall be then has occurred and is continuing, proceeds used for repair or replacement of assets destroyed or damaged in whole or in part up to an aggregate amount of not more than $100,000 in any fiscal year), less all reasonable and customary expenses incurred in connection with such casualty and the Loan Parties may elect amount of any Indebtedness secured by a Lien on such asset that is senior to reduce any prepayment which would otherwise be payable the Lien of the Collateral Agent (for the benefit of the Lenders) on such asset and that, by the Borrower pursuant terms of the agreement or instrument governing such Indebtedness, is required to this provision by substituting new Eligible Containers for the Eligible Containers subject of be repaid upon such Prepayment Event(s) casualty, in accordance with the procedure therefor set forth in §3.2.3 hereof and subject each case to the limitations set forth therein. 3.2.3. The Loan Parties may from time to time add new Eligible Containers extent, but only to the Borrowing Base (x) in order to remedy any deficiency in extent, that the Borrowing Base (to the extent permitted pursuant to §3.2.1 hereof) or (y) in substitution for any Eligible Container that has been subject to a Prepayment Event; provided that amounts so deducted are, at the time of each receipt of such additioncash, substitution actually paid to a Person that is not an Affiliate of such Person or removal: (a) the aggregate sum any Borrower or any Affiliate of the Net Book Values as of the Restatement Date of all Eligible Containers that have been substituted for, removed any Borrower and are properly attributable to such transaction or replaced Eligible Containers pursuant to this clause 3.2.3 since the Restatement Date does not, without the prior written consent of the Required Lenders, exceed either (1) during any 12-month period, an amount equal to the product asset that is the subject thereof, (ii) any proceeds from the issuance of (A) five percent (5%) and (B) the Facility Amount Indebtedness permitted by §9.1, or (2iii) during any proceeds from the term sale, issuance or exercise of this Loan Agreementany capital stock or any capital contribution, an amount equal such amounts shall be paid to the product of (A) ten percent (10%) Lenders for their pro rata accounts to be applied to the outstanding Term Loans at the Redemption Price and (B) if prior to the Facility Amount; (b) no Event of Default hereunder exists or will exist giving effect thereto; andFinal Order, the Total Term Loan Commitment shall be permanently reduced by such amount. (c) if a replacement or substitution, such Container(s) is an Eligible Container and is Each mandatory prepayment of the same or functionally similar type as the Containers being replaced (e.g., dry cargo containers substituted for dry cargo containers and refrigerated containers substituted for refrigerated containers) and which are not otherwise selected by the Loan Parties using any adverse selection criteria (e.g., generally substituting off-lease Containers for removed Containers which are then on-lease), and having an aggregate Net Book Value not less than the aggregate Net Book Value of the Containers being replaced or removed. The additional or replacement Container(s) shall become Container(s) subject to this Loan Agreement and the Security Document and the security interest granted to the Administrative Agent pursuant to the Security Documents and Term Loans shall be Eligible Containers upon satisfying all necessary requirements therefor. Each Loan Party shall take all actions that the Administrative Agent reasonably determines are necessary or advisable to protect and perfect the Administrative Agent’s security interest in the additional or replacement Container(s). Upon the Administrative Agent’s obtaining a perfected security interest in the replacement Container(s), the Administrative Agent shall release its security interest in each Container being replaced. 3.2.4. In connection with any prepayment of principal of the Term Loans, the Borrower shall also pay the Administrative Agent, for the account of allocated among the Lenders, (A) such in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender’s pro rata share of the interest accrued Term Loan Note, with adjustments to the date of prepayment with respect extent practicable to the principal amount being prepaid and (B) equalize any costs incurred by such Lender prior payments or repayments not exactly in connection therewith in accordance with §5.9. Each such prepayment shall be applied to reduce the outstanding Principal Balances of the Loans of each Lender in accordance with such Lender’s pro rata share of the aggregate prepayment amount. The Administrative Agent will promptly notify each Lender of its receipt of any notice of prepayment, and of the amount of such Lender’s prepayment (and other amounts described in the first sentence of this §3.2.4)proportion.