Common use of Term and Prepayment Clause in Contracts

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date: (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower shall have the right, at any time upon thirty (30) days prior written notice to Lender, (i) to terminate voluntarily Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) to prepay all of the Obligations, and the effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Date. If Borrower exercises such right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May 29, 2000 (including, without limitation, as a result of the occurrence of an Event of Default), Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iiiii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower shall have the right, at any time upon thirty (30) days days’ prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's ’s right to receive or benefit from, and Lender's ’s obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. (d) Lender and Borrower may extend the Stated Expiry Date upon terms and conditions as set forth in the Commitment Letter and such other terms and conditions satisfactory and acceptable to Lender in its discretion. If Borrower exercises the Stated Expiry Date is extended, no additional closing fee or commitment fee shall be payable in connection with such right of termination and prepaymentextension. Nothing contained herein shall be deemed to be a commitment or agreement by Lender to extend the Stated Expiry Date, or if Borrower's right to receive or benefit from, and which shall be in Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May 29, 2000 (including, without limitation, as a result of the occurrence of an Event of Default), Borrower shall pay to Lender the applicable Prepayment Fee’s sole discretion.

Term and Prepayment. (a) The Upon the Commitment Termination Date, the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan Loans shall at any time exceed the Borrowing Bon-owing Availability, then Borrower shall immediately repay the applicable Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower shall have the right, at any time upon thirty ninety (3090) days prior written notice to Lender, Lender to: (i) to terminate voluntarily Borrower's ’s right to receive or benefit from, and Lender's ’s obligation to make and to incur, Revolving Credit Advances and to incur Letter of Credit Obligations, ; and (ii) to prepay all of the Obligations; provided, and however, that with respect to Revolving Credit Advances made based upon the BA Equivalent Rate or the LIBOR Rate prepaid by Borrower prior to the expiration date of the Interest Period applicable thereto, Borrower shall pay to Lender the amounts described in Section 1.14(c). Following receipt of such notice by Lender, the effective date of termination of the Revolving Credit Loan Loans specified in such notice shall be deemed to be the Commitment Maturity Termination Date. If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's ’s obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower shall pay to Lender the applicable Prepayment FeeFee and such amounts described in Section 1.14(c), provided that no Prepayment Fee will be payable if the Revolving Credit Loans are refinanced by another Royal Bank of Canada credit facility.

Term and Prepayment. (a) The Upon the Commitment Termination Date, the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the aggregate Revolving Credit Loan Loans shall at any time exceed the Borrowing Availability, then Borrower Borrowers shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower Borrowers shall have the right, at any time upon thirty (30) days prior written notice to Lender, Lender to: (i) to terminate voluntarily Borrower's Borrowers’ right to receive or benefit from, and Lender's ’s obligation to make and to incur, Revolving Credit Advances and to incur Letter of Credit Obligations, ; and (ii) to prepay all of the Obligations; provided, and however, that with respect to Revolving Credit Advances made based upon the BA Equivalent Rate or the LIBOR Rate prepaid by Borrowers prior to the expiration date of the Interest Period applicable thereto, Borrowers shall pay to Lender the amounts described in Section 1.14(c). Following receipt of such notice by Lender, the effective date of termination of the Revolving Credit Loan specified in such notice shall be deemed to be the Commitment Maturity Termination Date. If Borrower exercises such Borrowers exercise their right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's ’s obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Feeamounts (if any) described in Section 1.14(c).

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; (iii) all principal and accrued but unpaid interest on ---------- the Term Loan; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed the such Borrower's Borrowing Availability, then such Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's Borrowers' right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) prepay all or a portion of the Term Loan, provided that any prepayment of less than all of the outstanding balance of the Term Loan shall be applied to the remaining installments of the Term Loan in the inverse order of their maturity, and (iii) prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Maturity Termination Date. If any Borrower exercises such the right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; (iii) all principal and accrued but unpaid interest on the Term Loan; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to repayment of all Obligations to Lender in full, in cash on pay the Commitment Maturity Date:Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject In the event of any Excess Cash Flow for any Fiscal Year, Borrower shall repay the Loans on or prior to the following sentencedate three (3) Business Days after Lender's receipt of Borrower's financial statements required to be delivered pursuant to Section 4.1(e) for such year in an amount equal to 25% of such Excess Cash Flow. (d) Borrower shall repay the Loans in an amount equal to the net insurance proceeds payable in connection with the loss, destruction or condemnation of any assets of Borrower or its Subsidiaries promptly after receipt thereof; provided, however, that Borrower may use an amount of any such insurance proceeds reasonably necessary to repair or replace any such assets. (e) Borrower shall repay the Loans in an amount equal to the Net Proceeds of any sale or other disposition of any assets of Borrower or its Subsidiaries (other than the sale of Inventory in the ordinary course of business) promptly after any such sale or other disposition. (f) Any prepayment pursuant to (c), (d) or (e) above shall be applied against principal installments due, in the inverse order of maturity, on the Term Loan until such Loan is paid in full and thereafter against the Revolving Credit Loan. (g) Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) prepay all or a portion of the Term Loan, provided that any prepayment of less than all of the outstanding balance of the Term Loan shall be applied to the remaining installments of the Term Loan in the inverse order of their maturity, and (iii) prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Maturity Termination Date. . (h) If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incurLoans, Revolving Credit Advances and Letter of Credit Obligations is are terminated for any reason prior to May 29, 2000 the Stated Expiry Date (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; (iii) all ---------- principal and accrued but unpaid interest on the Term Loan; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed the such Borrower's Borrowing Availability, then such Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's Borrowers' right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) prepay all or a portion of the Term Loan, provided that any prepayment of less than all of the outstanding balance of the Term Loan shall be applied to the remaining installments of the Term Loan in the inverse order of their maturity, and (iii) prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Maturity Termination Date. If any Borrower exercises such the right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The Upon the Commitment Termination Date with respect to all Obligations outstanding in connection with the Operating Loan, the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder in connection with the Operating Loan shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- LenderLender in connection with the Operating Loan. Prior Upon the Commitment Termination Date with respect to repayment of all Obligations outstanding in connection with the Contract Revolver Facility, the obligation of Lender to make Contract Revolver Advances and extend other credit hereunder in connection with the Contract Revolver Facility shall immediately terminate and Borrower shall pay to Lender in full, in cash on cash: (i) all outstanding Contract Revolver Advances and all accrued but unpaid interest thereon; and (ii) all other non-contingent Obligations due to Lender in connection with the Contract Revolver Facility. Upon the Commitment Maturity Date:Termination Date with respect to EDC Guaranteed Letter of Credit Obligations, the obligation of Lender to extend any credit under the EDC Guaranteed Letter of Credit Loan shall immediately terminate and Borrower shall pay to Lender in full, in cash, an amount sufficient to enable Lender to hold cash collateral in respect of the EDC Guaranteed Letter of Credit Obligations as specified in Schedule C. (b) If the Revolving Credit Loan shall at any time exceed the Operating Loan Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; . If the Contract Revolver Loan shall at any time exceed the Contract Revolver Borrowing Availability, then Borrower shall immediately repay the Contract Revolver Loan in the amount of such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documentsexcess. (c) Subject No later than one (1) Business Day following the sale of any EV Truck Inventory occurring on or after the Closing Date, Borrower shall cause 100% of the sale proceeds of such EV Truck Inventory to be deposited to the following sentenceContract Revolver Blocked Account. The Lender shall sweep the Contract Revolver Blocked Account pursuant to Schedule D and shall apply the entire such amount swept by it in repayment of the Contract Revolver Loans up to an amount equal to one hundred percent (100%) of the value of Eligible Pre-Shipment Costs associated with the EV Truck Inventory subject to such sale, and the remainder of such sale proceeds, if any, shall be advanced by the Lender to the Contract Revolver Disbursement Account. Upon the occurrence of an Event of Default, the Lender shall sweep the Contract Revolver Blocked Account pursuant to Schedule D and shall apply the entire such amount swept by it in repayment of the Contract Revolver Loans with no balance being paid to the Contract Revolver Disbursement Account until all Obligations have been permanently repaid in full and terminated. (d) Borrower shall have the right, at any time upon thirty ninety (3090) days prior written notice to Lender, Lender to: (i) to terminate voluntarily Borrower's ’s right to receive or benefit from, and Lender's Lxxxxx’s obligation to make and to incur, (A) Revolving Credit Advances and to incur Letter of Credit Obligations, and (B) Contract Revolver Advances; and (ii) to prepay all of the Obligations; provided, and however, that with respect to Revolving Credit Advances made based upon the BA Equivalent Rate or Adjusted Term SOFR prepaid by Borrower prior to the expiration date of the Interest Period applicable thereto, Borrower shall pay to Lender the amounts described in Section 1.14(c). Following receipt of such notice by Lxxxxx, the effective date of termination of the Revolving Credit Loan Loan, the Contract Revolver Facility and Letter of Credit Obligations specified in such notice shall be deemed to be the Commitment Maturity DateTermination Date in respect thereof, provided any Letter of Credit Obligations specified in such notice have been cancelled or cash collateralized pursuant to Schedule C on or prior to such date. If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May 29, 2000 (including, without limitation, as a result of the occurrence of an Event of Default), Borrower shall pay to Lender the applicable Prepayment FeeFee and such amounts described in Section 1.14(c), provided that no Prepayment Fee will be payable if the Revolving Credit Loan is refinanced by another Royal Bank of Canada credit facility.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Termination Date Borrower shall pay to Lender in full, in cash: : (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; ; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and and (iii) all other non-contingent Obligations due to or or- incurred by ---------- Lender. Prior Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to repayment of all Obligations to Lender in full, in cash on pay the Commitment Maturity Date:Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily each Borrower's right to receive or benefit from, and Lender's Lenders obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and Obligations and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. . (d) If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's Lenders obligation to make or to incurLoans, Revolving Credit Advances and Letter of Credit Obligations is are terminated for any reason prior to May 29, 2000 the Stated Expiry Date (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; (iii) all principal and accrued but unpaid interest on the Term Loans; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed the such Borrower's Borrowing Availability, then such Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's Borrowers' right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) prepay all or a portion of any Term Loan, provided that any prepayment of less than all of the outstanding balance of any Term Loan shall be applied to the remaining installments of such Term Loan in the inverse order of their maturity, and (iii) prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan and any Term Loan specified in such notice shall be the Commitment Maturity Termination Date. If any Borrower exercises such the right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule SCHEDULE C; (iii) all principal and accrued but unpaid interest on the Term Loan; and (iiiiv) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Domestic Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Domestic Borrowing Availability, then such Borrower shall immediately repay the Domestic Revolving Credit Loan attributable to such Borrower in the amount of such excess. If the Foreign Revolving Credit Loan shall at any time exceed the Foreign Borrowing Availability, then Leading Borrower shall immediately repay the Foreign Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's Borrowers' right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) prepay all or a portion of the Term Loan, provided that any prepayment of less than all of the outstanding balance of the Term Loan shall be applied to the remaining installments of the Term Loan in the inverse order of their maturity, and (iii) prepay all of the Obligations, and the . The effective date of termination of the Domestic Revolving Credit Loan, the Foreign Revolving Credit Loan, and the Term Loan specified in such notice shall be the Commitment Maturity Termination Date. If any Borrower exercises such the right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date then in effect (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Fee. (d) If the Net Borrowing Availability for all Borrowers combined shall be less than $1,000,000 at any time, then one or more Borrowers shall immediately repay Revolving Credit Advances in the amount of such shortfall, PROVIDED that the foregoing shall not apply from and after the date upon which Lender first receives the financial statements required by SECTION 4.1(a) demonstrating to Lender's satisfaction that Borrowers have complied with Fixed Charge Coverage Ratio covenant set forth in PARAGRAPH 1 of SCHEDULE G.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed the such Borrower's Borrowing Availability, then such Borrower shall immediately shall, within two (2) Business Days thereafter, repay the Revolving Credit Loan in the amount of such excess; provided that any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit NoteNotes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) days days' prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's Borrowers' right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, Obligations and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. If any Borrower exercises such the right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations Loans is terminated for any reason prior to May 29, 2000 the Stated Expiry Date (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; C and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to repayment of all Obligations to Lender in full, in cash on pay the Commitment Maturity Date:Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentenceSection 1.2(d), Borrower shall have the right, at any time upon thirty (30) days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, Obligations and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. . (d) If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May April 29, 2000 2001 (including, without limitation, as a result of the occurrence of an Event of Default), Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Termination Date Borrower shall pay to Lender in full, in cash: immediately available funds: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to repayment of all Obligations to Lender in full, in cash on pay the Commitment Maturity Date:Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. . (d) If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incurLoans, Revolving Credit Advances and Letter of Credit Obligations is are terminated for any reason prior to May 29, 2000 the Stated Expiry Date (including, without limitation, including as a result of the occurrence of an Event of Default), Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit ------------------- Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date Borrower shall pay to Lender in full, in cash: (i) cash all outstanding Revolving Credit Advances and all interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; , and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to pay the Unused Line Fee shall simultaneously terminate. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date: (ba) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (cb) Subject to the following sentence, Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to LenderLender and payment of the applicable Prepayment Fee, (i) to terminate voluntarily Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit ObligationsAdvances, and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Date. If . (c) Immediately upon receipt by Borrower exercises such right or any Subsidiary thereof of termination proceeds of any asset disposition (including insurance and prepayment, or if Borrower's right to receive or benefit from, condemnation proceeds and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May 29, 2000 (including, without limitation, as a result proceeds of the occurrence sale of an Event all or a portion of Defaultthe Sano Stock Collateral, but excluding proceeds of the sale of Inventory in the ordinary course of business), Borrower shall pay prepay Revolving Credit Advances in an amount equal to Lender all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, and (C) amounts payable to holders of senior Liens (to the applicable Prepayment Feeextent such Liens constitute Permitted Encumbrances hereunder), if any. If Parent or Borrower issues Stock or any debt securities, no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay Revolving Credit Advances in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any Revolving Credit Advances prepaid under this Section 1.2(c) may, subject to the provisions hereof, be reborrowed.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date of the Loan, Borrower shall pay to Lender in full, in cash: Agent for the pro rata benefit of the Lenders (i) all outstanding Revolving Credit Advances principal and all accrued but unpaid interest earned, but unpaid, thereon; on the Loan and (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations relating to the Loan due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:Agent or the Lenders. (b) If After the Revolving Credit Loan shall at any time exceed the Borrowing AvailabilityCommencement Date, then Borrower shall immediately repay the Revolving Credit Loan in the amount so long as no Default or Event of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentenceDefault has occurred hereunder, Borrower shall have the right, at any time right upon thirty five (305) days Business Days’ prior written notice to Lenderthe Agent, to make on the due date of any Installment payment a voluntary full prepayment of the Loan in an amount equal to the aggregate outstanding amount of principal and accrued interest on the Loan as of such date (a “Voluntary Prepayment”). If the Borrower elects to make a Voluntary Prepayment pursuant to this Section 1.2(b), the following prepayment fees shall apply: (i) to terminate voluntarily Borrower's right to receive or benefit from4% of the principal Loan amount being repaid if repaid during the period commencing on May 1, 2013 and Lender's obligation to make and to incur, Revolving Credit Advances and Letter ending on the second anniversary of Credit Obligations, and the Commencement Date; (ii) to prepay all 3% of the Obligations, and the effective date of termination of the Revolving Credit principal Loan specified in such notice amount being repaid if repaid during the period commencing on the day immediately after second anniversary of the Commencement Date and ending on the third anniversary of the Commencement Date; and (iii) 2% of the of the principal Loan amount being repaid if repaid during the period commencing on the day immediately after third anniversary of the Commencement Date and ending on the fourth anniversary of the Commencement Date. No prepayment fee shall be apply if the Commitment Voluntary Prepayment is made during the period commencing on the day immediately after fourth anniversary of the Commencement Date and ending on the Maturity Date. If The Borrower exercises such right may make a Voluntary Prepayment during the period commencing on the Commencement Date and ending on the May 1, 2013 solely in the event of termination and prepaymenta Change of Control, or if Borrower's right other than an Affiliated Change of Control, pursuant to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to May 29, 2000 clause (including, without limitation, as a result a) of the occurrence definition of an Event Change of Default)Control; provided, Borrower that, such prepayment shall pay be subject to Lender a fee equal to 6% of the applicable Prepayment Feeof the principal Loan amount being repaid. Notwithstanding anything to the contrary contained herein, in the event that any prepayment is necessitated by Section 1.11 hereof, no prepayment fee shall apply to such prepayment.

Term and Prepayment. (a) The Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other financial accommodations credit hereunder shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Date immediately terminate and Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iiiii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior to repayment of all Obligations to Lender in full, in cash on the Commitment Maturity Date:. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; such excess balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Borrower shall have the right, at any time upon thirty (30) days days’ prior written notice to Lender, Lender to (i) to terminate voluntarily Borrower's ’s right to receive or benefit from, and Lender's ’s obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. If Borrower exercises such right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason . (d) No less than thirty (30) days prior to May 29the Stated Expiry Date, 2000 (including, without limitation, as a result Lender and Borrower may extend the Stated Expiry Date upon terms and conditions satisfactory and acceptable to Lender in its discretion. Any extension of the occurrence Stated Expiry Date shall be for a period of an Event one (1) year and the Stated Expiry Date may only be extended twice pursuant to the terms of Defaultthis Section 1.2(d). Nothing contained herein shall be deemed to be a commitment or agreement by Lender to extend the Stated Expiry Date, Borrower which shall pay to Lender the applicable Prepayment Feebe in Lender’s sole discretion.

Term and Prepayment. (a) The obligation of Lender to make Revolving Credit Advances and extend other financial accommodations shall be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Maturity Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest earned, but unpaid, thereon; (ii) an amount sufficient to enable Lender to hold cash collateral as specified in Schedule C; and (iii) all other non-contingent Obligations due to or incurred by ---------- Lender. Prior Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to repayment of all Obligations to Lender in full, in cash on pay the Commitment Maturity Date:Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan shall at any time exceed the Borrowing Availability, then Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess; any such excess balance outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Note, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Subject to the following sentence, Each Borrower shall have the right, at any time upon thirty (30) 30 days prior written notice to Lender, Lender to (i) to terminate voluntarily each Borrower's right to receive or benefit from, and Lender's obligation to make and to incur, Revolving Credit Advances and Letter of Credit Obligations, Obligations and (ii) to prepay all of the Obligations, and the . The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Maturity Termination Date. . (d) If Borrower exercises such its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make or to incurLoans, Revolving Credit Advances and Letter of Credit Obligations is are terminated for any reason prior to May 29, 2000 the Stated Expiry Date (including, without limitation, including as a result of the occurrence of an Event of a Default), Borrower shall pay to Lender the applicable Prepayment Fee.