Common use of Optional and Mandatory Prepayment of Loans Clause in Contracts

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section and Section 4.05. Exit Loans shall be payable as and to the extent provided in Section 3.07. (b) The Borrower shall prepay the Term Loans in an amount equal to: (i) 100% of the Net Cash Proceeds of the sale or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 of the Net Cash Proceeds of the IPO); (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of (A) the lesser of (x) the actual amount of Net Cash Proceeds of the IPO and (y) $225,000,000 over (B) the amount of the cash purchase consideration paid by Avis and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (v) on or prior to the ninetieth day following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceeds. (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(c), the Borrower shall prepay the Revolving Loans in an amount equal to the amount, if any, by which the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, after giving effect to any such prepayment, the Revolving Credit Exposures exceed the total Revolving Credit Commitments as so reduced, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Prepayment Account (to the extent thereof) to repay any WC LC Disbursement which becomes due thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Prepayment Account which is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section.

Optional and Mandatory Prepayment of Loans. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) in whole or in part, without premium or penalty (but subject to Section 2.10(d) and Section 2.14), in an aggregate principal amount of at least $1,000,000 and integral multiples of $1,000,000 in excess of that amount (or, if less, the aggregate amount then outstanding), subject to prior notice in accordance with paragraph (d) of this Section and Section 4.05. Exit Loans shall be payable as and to the extent provided in Section 3.072.08(b). (b) The Within three (3) Business Days of receipt by any Borrower or any Subsidiary of the Net Cash Proceeds of any Asset Disposition or any Casualty and Condemnation Award, in each case, that exceed $250,000 per transaction or series of transactions, the Borrowers shall prepay the Term Loans in apply an amount equal to: (i) to 100% of the Net Cash Proceeds of such Asset Disposition or Casualty and Condemnation Award to prepay the Loans; provided that, in connection with an Asset Disposition that constitutes a sale of all or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 substantially all of the Net Cash Proceeds assets of the IPO); (ii) 100% Borrowers pursuant to 363 of the Bankruptcy Code, the requirement to make any prepayments with the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after such Asset Disposition shall be subject to Section 4(c) of the Closing Date (excluding Indebtedness permitted by Section 8.02);SAPSA. (iiic) 100% Within three (3) Business Days of receipt by any Borrower or any Subsidiary of the Net Cash Proceeds from the issuance of Indebtedness (which Indebtedness is not expressly permitted to be incurred under Section 6.02) at any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of (A) the lesser of (x) the actual amount of Net Cash Proceeds of the IPO and (y) $225,000,000 over (B) the amount of the cash purchase consideration paid by Avis and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (v) on or prior to the ninetieth day following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceeds. (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(c)time, the Borrower Borrowers shall prepay the Revolving Loans in apply an amount equal to 100% of such Net Cash Proceeds to prepay the amountLoans. (d) Within three (3) Business Days of receipt by any Borrower or any Subsidiary of any Extraordinary Receipts that exceed $250,000 in the aggregate (other than any tax refund received by any Borrower Party in respect of federal income taxes for calendar year 2018, if any, by which but solely in the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, after giving effect event that all proceeds thereof are deposited in an operating account of a Borrower that is subject to any such prepaymenta Control Agreement), the Revolving Credit Exposures exceed the total Revolving Credit Commitments as so reduced, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory to the Administrative Agent Borrowers shall apply an amount equal to the amount 100% of such remaining excess. The Administrative Agent Extraordinary Receipts to prepay the Loans. (e) In the event that at any time any Borrowing Base Deficiency shall apply any cash deposited in exist, within three (3) Business Days, the Cash Collateral Prepayment Account (to Borrowers shall prepay the extent thereof) to repay any WC LC Disbursement which becomes due thereafter, provided Loans so that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Prepayment Account which Borrowing Base Deficiency is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Sectionpromptly cured.

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) Loans in whole or in part, subject to prior notice part in accordance with paragraph Section 2.08(a) (dbut subject to Sections 2.09(d) and 2.14), in an aggregate principal amount that is an integral multiple of this Section $1,000,000 and Section 4.05. Exit Loans shall be payable as and to not less than $1,000,000 or, if less, the extent provided in Section 3.07amount outstanding. (b) The Borrower shall prepay apply Net Proceeds promptly upon (and in any event within three (3) Business Days of) receipt thereof by any of the Term Loans Loan Parties as follows (i) with respect to Net Proceeds from the AVSR Disposition (A) Net Proceeds in an amount equal to: up to the AVSR Sale Prepayment Amount and (iB) 10050% of the Net Cash Proceeds of the sale or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 of the Net Cash Proceeds of the IPO); (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date excess of the IPO, 100% of AVSR Sale Prepayment Amount (the excess“AVSR Sale Additional Prepayment Amount”), if any, of shall be applied to prepay Loans in accordance with Section 2.08(c) and (Aii) all other Net Proceeds shall be applied to prepay Loans made to the lesser of (x) the actual Borrower in accordance with Section 2.08(c); provided that, any amount of Net Cash Proceeds from the AVSR Disposition, in excess of the IPO AVSR Sale Prepayment Amount and, if applicable, any AVSR Sale Additional Prepayment Amount (“Excess Project Disposition Proceeds”) shall not be subject to this Section 2.09(b) and (y) $225,000,000 over (B) may be deposited in the amount of the cash purchase consideration paid by Avis Equity Proceeds Account and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (v) on or prior to the ninetieth day following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceedstransferred in accordance with Section 2.19(g). (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(cdate that is five (5) Business Days after the Quarterly Date occurring in May of each year (the “ECF Sweep Date”), the Borrower shall prepay apply all amounts on deposit in the Revolving Loans in an amount equal to the amount, if any, by which the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, ECF Prepayment Account (after giving effect to transfers of Excess Cash Flow pursuant to Section 2.19(c)(vii) on such Quarterly Date) to prepay the Loans in accordance with Section 2.08(c), in each case as calculated and certified by the Borrower pursuant to Section 5.04(e). (d) In the event that a Repricing Event is consummated in connection with all or any such prepayment, portion of the Revolving Credit Exposures exceed Loans on or prior to the total Revolving Credit Commitments as so reducedperiod ending six months from the Closing Date, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Prepayment Account (to the extent thereof) to repay any WC LC Disbursement which becomes due thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Prepayment Account which is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section.pay to

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) Loans in whole or in partpart (but subject to Section 2.14 and Section 2.09(d)), in an aggregate principal amount that is an integral multiple of U.S. $1.0 million and not less than U.S. $1.0 million or, if less, the amount outstanding, subject to prior notice in the form of Exhibit B hereto provided in accordance with paragraph (d) of this Section and Section 4.05. Exit Loans shall be payable as and to the extent provided in Section 3.072.08(d). (b) The Borrower shall apply all Net Proceeds promptly upon (and in any event within three (3) Business Days of) receipt thereof by any of the Loan Parties to prepay Loans made to the Borrower in accordance with Section 2.08(c). (c) Not later than five (5) Business Days after each Quarterly Date occurring in April and October of each calendar year, commencing April 15, 2014, the Borrower shall apply Excess Cash Flow for the Excess Cash Flow Period most recently ended on such Quarterly Date to prepay the Term Loans in accordance with Section 2.08(c) (the date of such payment, the “ECF Sweep Date”) in an aggregate amount equal to: (i) to 100% of the Net Cash Proceeds of the sale or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 of the Net Cash Proceeds of the IPO); (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of (A) the lesser of (x) the actual amount of Net Cash Proceeds of the IPO and (y) $225,000,000 over (B) the amount of the cash purchase consideration paid by Avis and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (v) on or prior to the ninetieth day following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments Excess Cash Flow Period (as calculated and certified by the Borrower pursuant to Section 5.04(e)). (d) In the event that a Repricing Event is consummated in connection with all or any portion of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt second anniversary of any such proceeds. (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(c)Closing Date, the Borrower shall prepay pay to the Revolving Loans in an amount Lenders a non-refundable fee equal to (i) 2.00% of the amountaggregate principal amount of the Loans prepaid, converted or assigned in connection with such Repricing Event if any, by which the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, after giving effect to any such prepayment, the Revolving Credit Exposures exceed the total Revolving Credit Commitments as so reduced, the Borrower shall, without notice Repricing Event occurs on or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory prior to the Administrative Agent an first anniversary of the Closing Date and (ii) 1.00% of the aggregate principal amount equal of the Loans prepaid, converted or assigned in connection with such Repricing Event if such Repricing Event occurs after the first anniversary of the Closing Date and on or prior to the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Prepayment Account (to the extent thereof) to repay any WC LC Disbursement which becomes due thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion second anniversary of the amount on deposit in the Cash Collateral Prepayment Account which is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this SectionClosing Date.

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section and Section 4.05. Exit Loans shall be payable as and to the extent provided in Section 3.07. (b) The Borrower shall prepay the Term Loans in an amount equal to: (i) 100% of the Net Cash Proceeds of the sale or issuance by Avis or any Subsidiary the Borrower of its Capital Stock after the Closing Date (excluding up other than pursuant to $225,000,000 of the Net Cash Proceeds of the IPO)stock options and/or warrants held by employees or directors; (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis the Borrower or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis the Borrower and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of (A) the lesser of (x) the actual amount of Net Cash Proceeds of the IPO and (y) $225,000,000 over (B) the amount of the cash purchase consideration paid by Avis and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (viv) on or prior to the ninetieth day following the end of each fiscal year of Avis the Borrower ending on or after December 31, 19982000, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceeds. (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(c), the Borrower shall prepay the Revolving Loans in an amount equal to the amount, if any, by which the Revolving Credit Exposures would exceed the total Total Revolving Credit Commitments as so reduced. If, after giving effect to any such prepayment, the Revolving Credit Exposures exceed the total Total Revolving Credit Commitments as so reduced, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Prepayment Account (to the extent thereof) to repay any WC LC Disbursement or CE LC Disbursement which becomes due thereafter, ; provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Prepayment Account which is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section.

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) in whole or in part, including accrued and unpaid interest, subject to prior notice in accordance with paragraph clause (db) of this Section and Section 4.05. Exit Loans below; provided that each partial prepayment shall be payable as in the amount of $500,000 or a higher integral multiple of $50,000 (or, if less, the outstanding principal amount of such Borrowing) together with accrued and to the extent provided in Section 3.07unpaid interest thereon. (b) The In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans and all outstanding Swingline Loans and either replace or cash collateralize (in accordance with the procedures set forth in Section 2.5(j)) each outstanding Letter of Credit (other than a Supported Letter of Credit). (c) Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Disposition by the Borrower or any Subsidiary, the Borrower shall prepay the Term Loans (and, after the Term Loans have been paid in full, prepay Revolving Loans) in an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to: to the excess of (ix) 100% of the all Net Cash Proceeds of Asset Dispositions (excluding, so long as no Default exists at the time of such sale, the sale of the North Carolina Property) received on or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 of the Net Cash Proceeds of the IPO); (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect of such other Asset Sales has not exceeded $10,000,000); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of this Agreement over (Ay) the lesser of (x) the actual amount of Net Cash Proceeds of the IPO and Asset Dispositions previously applied to prepay Loans pursuant to this clause (y) $225,000,000 over (B) the amount of the cash purchase consideration paid by Avis and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; andc). (vd) on or prior to the ninetieth day Not later than five Business Days following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceeds. Net Cash Proceeds of any issuance of Indebtedness by the Borrower or any Subsidiary (c) On any day when the Revolving Credit Commitments are reduced pursuant to other than Indebtedness permitted by Section 2.09(c6.1(h)), the Borrower shall prepay the Term Loans (and, after the Term Loans have been paid in full, prepay Revolving Loans Loans) in an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to the amount, if any, by which excess of (i) all such Net Cash Proceeds received on or after the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, after giving effect to any such prepayment, the Revolving Credit Exposures exceed the total Revolving Credit Commitments as so reduced, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to date of this Agreement over (i) the amount of such remaining excess. Net Cash Proceeds previously applied to prepay Loans pursuant to this clause (d). (e) Not later than five Business Days following the receipt of any Net Cash Proceeds from the issuance of any Equity Interests by the Borrower or any Subsidiary (excluding any Net Cash Proceeds from the issuance of common stock of the Borrower that are applied to repay Tontine Subordinated Debt in accordance with Section 6.11), the Borrower shall prepay the Term Loans (and, after the Term Loans have been paid in full, prepay Revolving Loans) in an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to the excess of (i) all such Net Cash Proceeds received on or after the date of this Agreement over (i) the amount of such Net Cash Proceeds previously applied to prepay Loans pursuant to this clause (e). (f) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (other than prepayments of Swingline Loans, which shall apply any cash deposited be made in accordance with the procedures established pursuant Section 2.4(b)) (i) in the Cash Collateral Prepayment Account case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the extent thereof) Commitments as contemplated by Section 2.8(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.8(c). Promptly following receipt of any such notice relating to repay any WC LC Disbursement which becomes due thereaftera Borrowing, provided that the Administrative Agent shall release advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the Borrower from time to time such portion of the amount on deposit Loans included in the Cash Collateral Prepayment Account which is equal prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the amount extent required by which Section 2.13. (g) All prepayments of Term Loans shall be applied pro rata to the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Sectionremaining installments thereof.

Optional and Mandatory Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (other than Exit Loans) Loans in whole or in partpart (but subject to Section 2.14 and Section 2.09(d)), in an aggregate principal amount that is an integral multiple of U.S. $1.0 million and not less than U.S. $1.0 million or, if less, the amount outstanding, subject to prior notice in the form of Exhibit B hereto provided in accordance with paragraph (d) of this Section and Section 4.05. Exit Loans shall be payable as and to the extent provided in Section 3.072.08(d). (b) The Borrower shall prepay apply Net Proceeds promptly upon (and in any event within three (3) Business Days of) receipt thereof by any of the Term Loans Loan Parties as follows (i) with respect to Net Proceeds from the AG Disposition, AVSR Disposition and SolGen Disposition (A) Net Proceeds in an amount equal to: up to the applicable Target Sale Prepayment Amount and (iB) 10050% of the Net Cash Proceeds of the sale or issuance by Avis or any Subsidiary of Capital Stock after the Closing Date (excluding up to $225,000,000 of the Net Cash Proceeds of the IPO); (ii) 100% of the Net Cash Proceeds of any Indebtedness incurred by a Credit Party after the Closing Date (excluding Indebtedness permitted by Section 8.02); (iii) 100% of the Net Cash Proceeds of any Asset Sale by Avis or any Subsidiary after the Closing Date (excluding any Asset Sale permitted by Section 8.05 and other Asset Sales to the extent that the aggregate amount of Net Cash Proceeds received by Avis and its Subsidiaries in respect excess of such other Asset Sales has not exceeded $10,000,000applicable Target Sale Prepayment Amount (the “Target Sale Additional Prepayment Amount”); (iv) on the date that is eighteen months following the closing date of the IPO, 100% of the excess, if any, of shall be applied to prepay Loans in accordance with Section 2.08(c) and (Aii) all other Net Proceeds shall be applied to prepay Loans made to the lesser of (x) the actual Borrower in accordance with Section 2.08(c); provided that, any amount of Net Cash Proceeds from the AG Disposition, AVSR Disposition or SolGen Disposition (if any), in excess of the IPO Target Sale Prepayment Amount and, if applicable, any Target Sale Additional Prepayment Amount (“Excess Project Disposition Proceeds”) shall not be subject to this Section 2.09(b) and (y) $225,000,000 over (B) may be deposited in the amount of the cash purchase consideration paid by Avis Equity Proceeds Account and its Subsidiaries to acquire additional Avis franchises and the related assets after the Closing Date; and (v) on or prior to the ninetieth day following the end of each fiscal year of Avis ending on or after December 31, 1998, 50% of Excess Cash Flow for such fiscal year. Prepayments of the Term Loans required by clauses (i) through (iv) of this paragraph shall be made on or prior to the Business Day following receipt of any such proceedstransferred in accordance with Section 2.19(g). (c) On any day when the Revolving Credit Commitments are reduced pursuant to Section 2.09(cdate that is five (5) Business Days after the Quarterly Date occurring in May of each year (the “ECF Sweep Date”), the Borrower shall prepay apply all amounts on deposit in the Revolving Loans in an amount equal to the amount, if any, by which the Revolving Credit Exposures would exceed the total Revolving Credit Commitments as so reduced. If, ECF Prepayment Account (after giving effect to transfers of Excess Cash Flow pursuant to Section 2.19(c)(vii) on such Quarterly Date) to prepay the Loans in accordance with Section 2.08(c), in each case as calculated and certified by the Borrower pursuant to Section 5.04(e). (d) In the event that a Repricing Event is consummated in connection with all or any such prepayment, portion of the Revolving Credit Exposures exceed Loans on or prior to the total Revolving Credit Commitments as so reducedperiod ending six months from the Closing Date, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Prepayment Account upon terms reasonably satisfactory shall pay to the Administrative Agent an amount Lenders a non-refundable fee equal to 1.00% of the aggregate principal amount of the Loans prepaid, converted or assigned in connection with such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash Collateral Prepayment Account (to the extent thereof) to repay any WC LC Disbursement which becomes due thereafter, provided that the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Prepayment Account which is equal to the amount by which the amount on deposit therein at such time exceeds the total Revolving Credit Exposures at such time. "Cash Collateral Prepayment Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this SectionRepricing Event.