Common use of Required Payments Clause in Contracts

Required Payments. The Parent Guarantor hereby guarantees to the Administrative Agent and the Creditors, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreement, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent at any time or from time to time (any such determination being conclusive on all persons affected thereby, in the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator of which is the Aggregate Measured Swap Credit Exposure at such time, times (ii) the aggregate of all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payable, the Parent Guarantor shall forthwith make such Required Payment upon demand by the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27.

Required Payments. The Parent Guarantor hereby guarantees to the Administrative Agent Aggregate Outstanding Credit Exposure and the Creditors, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same all other unpaid Obligations shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans be paid in accordance with the terms thereof and of the Credit Agreement, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable full by the Borrower on the Facility Termination Date. Notwithstanding anything to the Administrative Agent contrary contained in this Agreement or in any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreementother Loan Document, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent if at any time or from the sum of the aggregate principal amount of all Loans outstanding at such time to plus the aggregate amount of all LC Obligations at such time (any such determination being conclusive on all persons affected thereby, in exceeds the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure Aggregate Commitment at such time, and the denominator Borrower shall immediately prepay the principal of the Loans in an amount at least equal to such excess. In addition to the amounts required above, the Borrower shall make, promptly but in no event beyond five (5) Business Days after the receipt thereof, the following mandatory principal payments on the Loans: (i) one hundred percent (100%) of the cash proceeds from any claim on insurance covering any Property of Borrower or any of its Subsidiaries with proceeds which, after deducting therefrom the amount of such proceeds applied or to be promptly applied toward the repair or replacement of damaged Property which was the subject of such claim, is the Aggregate Measured Swap Credit Exposure at such time, times greater than $100,000; (ii) one hundred percent (100%) of the aggregate net proceeds realized from an Equity Offering of all amounts payable the Borrower and any of its Subsidiaries minus the sum of (a) the amount of such proceeds paid as principal, interest and fees on the Subordinated Bridge Facility, (b) if the Subordinated Bridge Facility is paid in full and terminated, the amount of such proceeds paid on the Subordinated Seller Notes, (c) if the Subordinated Bridge Facility is paid in full and terminated and if the Subordinated Seller Notes are paid in full, the amount of such proceeds paid on the Subordinated Sponsor Notes, and (d) if the Subordinated Bridge Facility is paid in full and terminated and if the Subordinated Seller Notes and the Subordinated Sponsor Notes are paid in full, the amount of such proceeds paid on the Borrower Preferred Stock issued to Chrixxxxxxxx. (iii) one hundred percent (100%) of the nets proceeds received from the issuance of Permitted Senior Subordinated Debt and of any other public or private debt financing by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any of its Subsidiaries (other actionthan the Subordinated Debt in existence at the close of business on the Founding Company Acquisition Date) minus the sum of (a) the amount of such proceeds paid as principal, occurrence or circumstance whatsoever. If interest and fees on the Borrower shall fail to make any Required Payment when Subordinated Bridge Facility, (b) if the Subordinated Bridge Facility is paid in full and as the same shall become due and payableterminated, the Parent Guarantor shall forthwith make amount of such Required Payment upon demand by proceeds paid on the Administrative AgentSubordinated Seller Notes, and (c) if the Subordinated Bridge Facility is paid in U. S. Dollarsfull and terminated and if the Subordinated Seller Notes are paid in full, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at amount of such other place as proceeds paid on the Administrative Agent shall direct, for application as provided in section 27Subordinated Sponsor Notes.

Required Payments. The Parent Guarantor hereby guarantees to the Administrative Agent and the Creditors, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) Until the Notes are paid in full, the Company will pay $2,727,272.72 in aggregate principal amount of the Notes on October 31 in each year beginning on October 31, 2007 and ending on October 31, 2017, inclusive. The entire outstanding principal amount and unpaid interest thereon shall be due and payable on October 31, 2017, the maturity date of the Notes. Prepayments on each holder's Notes under Section 2.2 shall be applied to mandatory payments on such Notes in inverse order of maturity and the Company's obligation to make the payments required by this Section 2.1 shall not be reduced by any payment pursuant to Section 2.2. Notwithstanding the foregoing, upon any payment of less than all amounts of the outstanding Notes pursuant to Section 2.1(b) hereof or any acquisition of any Notes by the Company or any Subsidiary or Affiliate permitted by Section 9.6(b) hereof, the principal amount of such required prepayment of the Notes becoming due under this Section 2.1 on or after the day of such payment or acquisition shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase. (b) If, at any time, the aggregate net book value of all assets that are used in the regulated utilities business segments of the Company and its Subsidiaries is less than 50% of Consolidated Total Assets (a "Diversification Event"), any holder of any of the Notes then outstanding may elect, at its option, by notice to the Company, to declare the outstanding Notes held by such holder to be due and payable on the DPP Revolving Loans in accordance with next business day after the terms thereof and 30th day following such notice (the "Required Payment Date"). Upon such election by any holder of the Credit AgreementNotes, whether at stated maturity or as an installment or by required prepayment or notice the Company will pay the aggregate principal amount of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable such holder's Notes on the DPP Revolving Loans in accordance Required Payment Date, together with interest accrued to the terms thereof Required Payment Date on such principal amount, and a premium equal to the Make Whole Amount, if any, applicable to such payment. Upon the occurrence of a Diversification Event, the Company shall deliver to each holder of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by outstanding Notes a notice that such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreement, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement event has occurred and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent at any time reason or from time to time (any reasons for such determination being conclusive on all persons affected thereby, in the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator of which is the Aggregate Measured Swap Credit Exposure at such time, times (ii) the aggregate of all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payable, the Parent Guarantor shall forthwith make such Required Payment upon demand by the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27occurrence.

Required Payments. The Parent Guarantor hereby guarantees to Any outstanding Advances and all other unpaid Obligations shall be paid in full by Borrower on the Administrative Agent and Facility Maturity Date. Additionally, if for any reason at any time either (i) the Creditors, for principal amount of all Advances plus the ratable benefit aggregate amount of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Facility Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreement, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent at any time or from time to time (any such determination being conclusive on all persons affected thereby, in the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator of which is Obligations outstanding exceeds the Aggregate Measured Swap Credit Exposure at such timeCommitment, times or (ii) the aggregate principal amount of all amounts payable by Advances outstanding plus the aggregate amount of the Facility Letter of Credit Obligations outstanding plus the Aggregate Senior Indebtedness outstanding exceeds the Borrowing Base determined as of the most recent Inventory Valuation Date, then: (a) Borrower shall, within five (5) Business Days after notice from Agent, make a payment to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is Agent for the benefit of Banks in an absoluteamount equal to such excess principal amount; and (b) Until Borrower shall have made the payment to Agent described in subparagraph (a) above, unconditionalBorrower shall not, present and continuing guaranty of payment and not of collectibility and is in no way conditioned directly or contingent upon any attempt to collect from the Borrowerindirectly, declare, make or pay, or incur any other actionliability to make or pay, occurrence or circumstance whatsoevercause or permit to be declared, made or paid, any Dividend. The foregoing paragraph will not prevent the payment of any Dividend by Borrower within sixty (60) days after the date of its declaration if such Dividend could have been made on the date of its declaration in compliance with the foregoing provisions. The amount due pursuant to clause (a) of this Section 2.2 (the "Amount Due") shall be paid to and used by Agent first to repay outstanding Advances. If the Amount Due is payable at a time when the Amount Due exceeds the Advances outstanding, then the Amount Due shall be paid to and used by Agent first to repay Advances, next to repay amounts paid by any Issuing Bank on any Facility Letter of Credit to the extent (if any) not reimbursed by Borrower ("Unreimbursed LOC Payments"), and any balance shall fail be held by Agent as collateral security for and used by Agent to make repay Unreimbursed LOC Payments as they may arise in connection with any Required Payment when and Facility Letters of Credit outstanding from time to time, without notice to Borrower. Any portion of such balance retained for collateral security as aforesaid need not be segregated by Agent but shall bear interest at a rate selected by Agent substantially similar to rates generally offered by financial institutions on similar funds for similar purposes (the amounts so held by Agent from time to time, including such interest, are hereinafter referred to as the same shall become due and payable"Collateral Security Funds"). To the extent Agent holds any Collateral Security Funds at any time when an Amount Due is no longer required pursuant to clause (a), the Parent Guarantor remaining balance of the Collateral Security Funds not used for repayment of Unreimbursed LOC Payments shall forthwith make such Required Payment upon demand be returned to Borrower by Agent but only if no Unmatured Event of Default or Event of Default exists. If any Unmatured Event of Default or Event of Default shall ever occur, then all Collateral Security Funds shall be applied by Agent toward repayment of the Administrative AgentObligations without notice to Borrower. The Agent and each Bank (including each Issuing Bank) are hereby granted a first priority lien on and security interest in all amounts paid by Borrower or held by Agent (including interest earned) for the purposes expressed in this paragraph. Sections 2.7, in U. S. Dollars2.13, in immediately available funds2.15, directly to the Administrative Agent, at its address specified in or pursuant to 3.4 and other provisions of this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27Agreement contain further provisions regarding payment.

Required Payments. The Parent Guarantor hereby guarantees to the Administrative Agent and the Creditors, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) The aggregate outstanding principal amount of the Notes, together with all amounts of principal becoming interest accrued and unpaid thereon and the Facility Fee, shall be due and payable by the Company on the DPP Revolving Loans in accordance Maturity Date. Upon and during the continuance of an Event of Default, the Company shall pay interest at the Default Rate. All such payments, together with all other payments required to be made pursuant to the terms thereof Note Documents, shall be made by the Company and each of its Subsidiaries without application to, or order or authorization by, the Credit Agreement, whether at stated maturity Bankruptcy Court or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise;any other Person. (b) all amounts of interest becoming due and payable on Within two Business Days after the DPP Revolving Loans date the Bankruptcy Court approves a bid (the "OVERBID FACILITY") by a Qualified Bidder (as defined in accordance the Motion for Order Approving Global Bidding Procedures, dated February 19, 1999, filed by the Company with the terms thereof and Bankruptcy Court), other than CoreComm Limited or any of its Affiliates, with respect to (i) all the assets the subject of the Credit AgreementCoreComm Asset Purchase Agreement or (ii) all the assets the subject of the CoreComm Asset Purchase Agreement and all the assets or stock of Connecticut Telephone, including interest on any overdue principal the Company shall repay amounts owing to CoreComm Limited under the Note Documents unless the Company shall have caused the purchase by a third Person of all the Notes and (other obligations of CoreComm Limited under the Note Documents as required by the bidding procedures annexed to the extent permitted CoreComm Asset Purchase Agreement which was approved by applicable law) the Bankruptcy Court on any overdue interest;February 22, 1999. (c) The Company shall, and shall cause each of its Subsidiaries, on the date of receipt by any of them of any proceeds from a Permitted Disposition to apply all of the same (in the form received) to repay amounts payable by owing under the Borrower Note Documents, such proceeds, to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreementbe applied, subject to Section 21.12 hereof, first, to the extent the same relates to Allocated DPP Letter payment of Credit Outstandings; (d) all other amounts payable by the Borrower any unpaid fees, costs and expenses, second, to the Administrative Agentpayment of accrued interest on the Notes and, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreementsthird, the portion thereof, as reasonably determined by the Administrative Agent at any time or from time to time (any such determination being conclusive on all persons affected thereby, in the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator of which is the Aggregate Measured Swap Credit Exposure at such time, times (ii) the aggregate of all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payable, the Parent Guarantor shall forthwith make such Required Payment upon demand by the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as payment of principal outstanding on the Administrative Agent shall direct, for application as provided in section 27Notes.

Required Payments. The Parent Guarantor hereby guarantees Borrower shall take all such action as shall be necessary or advisable to the Administrative Agent cause JLT Investments and the CreditorsPartnership, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and conditions of Section 9.04, as applicable, to effect the following actions: (a) within one (1) Business Day of receipt of any Management and Royalty Fees from the Borrower, the Partnership shall make a distribution of the Credit Agreemententire amount of the Management and Royalty Fees, whether at stated maturity net of related expenses, to JLT Investments and the Borrower, pro rata according to their respective ownership interests; provided, however that in the event the Partnership is unable to make such distribution without violating any Governmental Requirement, then the Partnership shall make a loan or as an installment or advance of the entire amount of such prohibited distribution to JLT Investments and the Borrower, pro rata according to their respective ownership interests evidenced by required prepayment or notice a promissory note substantially in the form of optional prepayment or declaration of acceleration or otherwise;"Exhibit A" attached hereto; and (b) all amounts within one (1) Business Day of interest becoming due and payable on receipt of any distribution from the DPP Revolving Loans in accordance with the terms thereof and of the Credit AgreementPartnership, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit AgreementJLT Investments shall, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agentallowed under California law, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any make a distribution of the foregoing; and (e) with respect entire amount of such distribution, net of related expenses, to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent at any time or from time to time (any such determination being conclusive on all persons affected thereby, in the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator of which is the Aggregate Measured Swap Credit Exposure at such time, times (ii) the aggregate of all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, such distribution to be effected through the declaration and payment of a dividend and/or the making of a loan or any other action, occurrence or circumstance whatsoever. If advance by JLT Investments to the Borrower evidenced by a promissory note substantially in the form of "Exhibit A" attached hereto. Borrower shall, and shall fail cause JLT Investments and the Partnership to, maintain books and records accurately reflecting any such dividends, loans or advances. 17. Subsection (g) of Section 9.01 is hereby amended by inserting after the word "Subsidiaries" the following: ", other than JLT Investments or the Partnership,"; and a new Subsection (h) shall be added to make any Required Payment when and as Section 9.01 which shall state the same shall become due and payable, the Parent Guarantor shall forthwith make such Required Payment upon demand by the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27.following:

Required Payments. The Parent Guarantor hereby guarantees to the Administrative Agent Aggregate Outstanding Credit Exposure and the Creditors, for the ratable benefit of the Administrative Agent and the Creditors, the due and punctual payment, when and as the same all other unpaid Obligations shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans be paid in accordance with the terms thereof and of the Credit Agreement, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable full by the Borrower on the Facility Termination Date. Notwithstanding anything to the Administrative Agent contrary contained in this Agreement or in any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreementother Loan Document, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent if at any time or from the sum of the aggregate principal amount of all Loans outstanding at such time to plus the aggregate amount of all LC Obligations at such time (any such determination being conclusive on all persons affected thereby, in exceeds the absence of manifest error), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure Aggregate Commitment at such time, and the denominator Borrower shall immediately prepay the principal of the Loans in an amount at least equal to such excess. In addition to the amounts required above, the Borrower shall make, promptly but in no event beyond five (5) Business Days after the receipt thereof, the following mandatory principal payments on the Loans: (i) one hundred percent (100%) of the cash proceeds from any claim on insurance covering any Property of Borrower or any of its Subsidiaries with proceeds which, after deducting therefrom the amount of such proceeds applied or to be promptly applied toward the repair or replacement of damaged Property which was the subject of such claim, is the Aggregate Measured Swap Credit Exposure at such time, times greater than $100,000; (ii) one hundred percent (100%) of the aggregate net proceeds realized from an Equity Offering of all amounts payable the Borrower and any of its Subsidiaries (other than with respect to the issuance of preferred stock in connection with a Permitted Acquisition) minus the amount of such proceeds paid on the Borrower Preferred Stock. (iii) one hundred percent (100%) of the nets proceeds received from the issuance of any public or private debt financing by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payable, the Parent Guarantor shall forthwith make such Required Payment upon demand by the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at of its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27Subsidiaries.

Required Payments. The Parent Guarantor hereby guarantees Dealership must a. fully, promptly, and faithfully pay to the Administrative Agent Ally Parties the Wholesale Outstandings, Interest, Principal Reductions, Late Charges, Other Charges, costs, expenses, fees and any other payment obligations due under this Agreement, as follows: i. the Creditors, for the ratable benefit principal amount of the Administrative Agent advance or loan by the Ally Parties for each Inventory Financed Vehicle as and when such Vehicle is sold, leased, consigned, gifted, exchanged, transferred, or otherwise disposed of, registered, placed into service, or no longer in the Creditors, the due and punctual payment, when and as the same shall become due and payable, possession of the following amountsDealership, including amounts that would become due but or if it is otherwise lost, stolen, confiscated, missing, or otherwise not received, or if it is damaged or destroyed, ii. the total amount specified in the Wholesale Billing Statement or other billing statements for Interest, Principal Reductions, Late Charges, Other Charges, costs, expenses, fees, and any other payment obligations, immediately upon receipt from the operation of Ally Parties, b. no later than 5 p.m. eastern time on September 21, 2022, if the automatic stay under section 362(a) of Wholesale Outstandings are greater than the Bankruptcy CodeCredit Line as it will be reduced on and after September 23, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans 2022 in accordance with the terms thereof definition thereof, fully and of faithfully pay to Ally Parties a principal reduction in an amount sufficient to reduce the Wholesale Outstandings to an amount no greater than such Credit AgreementLine, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) together with all amounts of interest becoming due accrued and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreementunpaid Interest, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit AgreementLate Charges, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative AgentOther Charges, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) costs, expenses, fees with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, such amount as reasonably determined by the Administrative Agent at any time or from time to time Ally, (any such determination being conclusive on all persons affected therebypayment is the “Required Wholesale Outstandings Reduction Payment”); Dealership will specifically identify any Required Wholesale Outstandings Reduction Payment to the Ally Parties, and such identification will serve as Dealership’s instruction to apply the Required Wholesale Outstandings Reduction Payment first to reduce Wholesale Outstandings and then to any such related Interest, Late Charges, Other Charges, costs, expenses, fees. The parties hereto hereby agree that (A) any such Required Wholesale Outstandings Reduction Payment is a “Specified Mandatory Payment”, as defined in any Participation Agreement for Par/Near Par Trades, in which the absence Ally Parties, as “Seller,” sell a participation interest that includes this Agreement (any such agreement is a ”Participation Agreement”) and (B) the application of manifest error), which is equal to (i) a fraction any such Required Wholesale Outstandings Reduction Payment by the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such timeAlly Parties shall be made subject to, and the denominator of which is the Aggregate Measured Swap Credit Exposure at such time, times (ii) the aggregate of all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payableaccordance with, the Parent Guarantor shall forthwith make such Required Payment upon demand by Participation Agreement. D. Effective as of February 1, 2022, Section III.C.7 of the Administrative Agent, IFSA is deleted and replaced in U. S. Dollars, in immediately available funds, directly to its entirety with the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27.following:

Required Payments. The Parent Guarantor hereby guarantees On each Note Payment Date on and after December 10, 2000, the Company will make or cause to be made an installment payment in respect of the Notes, consisting of a payment of interest and a payment or prepayment of principal in an aggregate amount for all such payments sufficient to pay 100% of the original principal amount of the Notes, together with accrued interest thereon, by March 10, 2006 (each such installment payment of principal and interest to be in the aggregate amount of $1,721,313, subject to adjustment as provided below). Each such payment on the Notes, when paid, shall be applied first to the Administrative payment of accrued interest and the balance to payment on account of the principal thereof. Schedule 8.1 sets forth the amortization of the Notes. Upon any prepayment of the Notes requiring a reduction in subsequent installment payments as provided in Section 8.3, the Company shall promptly revise Schedule 8.1 to incorporate any changes to such amortization as a result of such prepayment and promptly furnish such revised Schedule to the Collateral Agent and the Creditorseach holder of a Note. OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT. The Company may, for the ratable benefit of the Administrative Agent and the Creditorsat its option, the due and punctual paymentupon notice as provided below, when and as the same shall become due and payable, of the following amounts, including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a) (the "Required Payments"): (a) all amounts of principal becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, whether at stated maturity or as an installment or by required prepayment or notice of optional prepayment or declaration of acceleration or otherwise; (b) all amounts of interest becoming due and payable on the DPP Revolving Loans in accordance with the terms thereof and of the Credit Agreement, including interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest; (c) all amounts payable by the Borrower to the Administrative Agent or any Letter of Credit Issuer as reimbursement for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued (or deemed issued) as contemplated by the Credit Agreement, to the extent the same relates to Allocated DPP Letter of Credit Outstandings; (d) all other amounts payable by the Borrower to the Administrative Agent, the Lenders and any Letter of Credit Issuer under the Credit Agreement and the other Credit Documents which are related to any of the foregoing; and (e) with respect to all amounts payable by the Borrower to all Interest Rate Creditors under all Designated Interest Rate Agreements, the portion thereof, as reasonably determined by the Administrative Agent prepay at any time all, or from time to time (any such determination being conclusive on all persons affected therebypart of, the Notes, in an amount not less than 5% of the absence aggregate principal amount of manifest errorthe Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), which is equal to (i) a fraction the numerator of which is the Allocated Measured DPP Swap Credit Exposure at such time, and the denominator interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of which is a Senior Financial Officer as to the Aggregate Measured Swap Credit Exposure at estimated Make-Whole Amount due in connection with such timeprepayment (calculated as if the date of such notice were the date of the prepayment), times (ii) setting forth the aggregate details of all amounts payable by the Borrower such computation. Two Business Days prior to all Interest Rate Creditors under all Designated Interest Rate Agreements. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower, or any other action, occurrence or circumstance whatsoever. If the Borrower shall fail to make any Required Payment when and as the same shall become due and payablesuch prepayment, the Parent Guarantor Company shall forthwith make deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Required Payment upon demand by Make-Whole Amount as of the Administrative Agent, in U. S. Dollars, in immediately available funds, directly to the Administrative Agent, at its address specified in or pursuant to this Agreement, or at such other place as the Administrative Agent shall direct, for application as provided in section 27prepayment date.