Common use of Mandatory Payments Clause in Contracts

Mandatory Payments. (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale, to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000, the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b).

Mandatory Payments. If at any time (i) No later than three the Aggregate Outstanding Credit Exposure is in excess of the Aggregate Commitment (3in this Section, such excess is called a “Deficiency”), Borrower shall, except as otherwise provided below, within 90 days after Administrative Agent gives notice of such fact to Borrower, prepay the principal of the Loans in an aggregate amount at least equal to such Deficiency (or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency), or (ii) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries become obligated to prepay all or any portion of the Senior Notes, any Permitted Bond Indebtedness or any Indebtedness evidenced by a 9.60% Senior Notes Refinancing, as a result of acceleration (xor similar action) after a default or event of default thereunder or with respect thereto, the Borrower or its Subsidiaries shall, prior to any Net Cash Proceeds of any Asset Salesuch prepayment, and except as otherwise provided and permitted by Section 7.14(c), prepay the Loans and reduce the Commitments in full. Notwithstanding anything to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at contrary contained herein, upon any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount redetermination of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000Borrowing Base pursuant to Section 2.6.6 which results in a Deficiency (or increase in any existing Deficiency), the Borrower shall prepay Term Loans promptly, but in an amount equal to 100% of all such Net Cash Proceeds events within two (limited, in 2) Business Days after the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration Administrative Agent gives notice of such 365 day period Deficiency (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of increase in such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iiiDeficiency) to the extent set forth Borrower, prepay the principal of the Loan in subsection an aggregate amount at least equal to such Deficiency (ivor increase in any previously existing Deficiency) of this clause or, if the Loans have been paid in full, deposit into the Facility LC Collateral Account the amount required to eliminate the Deficiency (bor increase in any previously existing Deficiency). Any such prepayment Each payment of principal under this Section shall be applied accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section shall be in accordance with subsection (vi) addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of this clause (b)such prepayment.

Mandatory Payments. The Obligor shall repay the principal balance of this Note, as follows: twice per fiscal month (iplus such additional payments as the Senior Agent may approve from time to time) No later provided that immediately after giving effect to any such payment, BBI has unrestricted cash and cash equivalents of not less than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale$4,000,000, to the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000, the Borrower shall prepay Term Loans in an amount equal not to 100exceed a ratable portion (together with all other Series C Notes) of the Monthly Excess Cash Flow Amount for the fiscal month most recently ended prior to the repayment date for which financial statements, and supporting calculations supporting the calculation of the Monthly Excess Cash Flow Amount, have been delivered to and approved by the Senior Agent; and within five (5) business days of the receipt thereof, in an amount not to exceed a ratable portion (together with all other Series C Notes) of 80% of all the identifiable net cash proceeds of an offering of equity securities of the Obligor or any subsidiary thereof (and (I) if such Net Cash Proceeds proceeds represent proceeds from an offering of convertible debt securities, the issuance of such convertible debt securities is permitted in accordance with the Senior Debt Documents as in effect from time to time and (limited, II) in the case of any offering of equity securities by a subsidiary of the Net Cash Proceeds Obligor solely to the extent representing net cash proceeds received from a Person other than the Obligor or another subsidiary of Asset Salesthe Obligor). In addition to the Obligor’s payments made pursuant to Paragraph ‎1(a), the Obligor shall pay in full the Principal Amount of and any accrued and unpaid interest on the Series C Notes on the earliest to amounts in excess occur (the “Maturity Date”) of $25,000,000(a) October 20, 2018, (b) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default, and (c) a Sale of Obligor (as defined below). Simultaneously with the delivery to the Senior Agent, and in any event within twenty-five (25) days of the case end of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, thateach fiscal month, the Borrower Obligor shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior deliver to the expiration of such 365 day period (as certified to Holder a certificate executed by the Term Loan Administrative Agent by an Authorized Chief Financial Officer of the Borrower on or before Obligor setting forth calculations of the end of Monthly Excess Cash Flow and the Monthly Excess Cash Flow Amount for such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and fiscal month (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment shall be applied in accordance with subsection (vi) of this clause (b“Monthly Statements”).

Mandatory Payments. Upon receiving any proceeds with respect to a Mandatory Payment Event, the Borrower shall, within five Business Days thereafter, file with the Bankruptcy Court and provide notice of the Debtors’ proposed allocation of the Net Cash Proceeds therefrom, which distribution shall be in accordance with the requirements of clause (b) below (such notice, the “Mandatory Payments Notice”). If, within 10 days after the filing of the Mandatory Payments Notice (the “Mandatory Payments Objection Period”), a party in interest (with appropriate standing) objects to the proposed allocation of such Net Cash Proceeds (or any portion thereof): (1) the Borrower, the Lenders and the Lender Advisors shall, in good faith, attempt to resolve the dispute with the objector; and (2) if the dispute has not been resolved in accordance with the preceding clause (1) within 10 days after the objection is raised (or another mutually agreed upon period), the Borrower and the objector shall seek an order of the Bankruptcy Court resolving any unresolved issues. With respect to any portion (or all) of such Net Cash Proceeds as to which no party objects to the proposed allocation of such proceeds, the Borrower shall distribute such Net Cash Proceeds (or any undisputed portion thereof) as proposed in the Mandatory Payments Notice within five Business Days after the end of the Mandatory Payments Objection Period in accordance with clause (b) below. In connection with any Mandatory Payment Event, the Borrower shall within the time period set forth in clause (a) above pay: (i) No later than three (3) Business Days following the date of receipt by Prepetition First Lien Secured Debt with the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Saletherefrom, but only to the extent that the aggregate Prepetition First Lien Secured Debt is secured by the respective assets so sold; and (ii) the Loans with respect to any other Mandatory Payment Event with respect to assets constituting DIP Collateral that do not secure the Prepetition First Lien Secured Debt; provided, that if there are Commitments at the time of the Mandatory Payment Event, the Commitments shall be permanently reduced on a dollar-for-dollar basis by an amount of equal to such Net Cash Proceeds from that otherwise would have been applied to the Loans pursuant to this clause (ii) and the Borrower shall be entitled to retain that portion of such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from of such Mandatory Payment Event that were so applied to reduce the Commitments and the remaining amount of such Net Cash Proceeds shall be applied to pay the Loans as provided herein; provided, further, that if any Event asset-backed securitization facility issued by HVF II or HFLF is refinanced, the value attributed or available to the Capital Stock of LossHVF II, HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. and Donlen Fleet Lease Funding LLC after payment in full of all outstanding obligations (including obligations of the respective securitization issuer and the payment of any Casualty Superpriority Claims) may be reinvested in such refinancing facility, so long as such facility meets the requirements set forth herein, and the Lenders and the Prepetition Secured Parties (to the extent of their prepetition Lien (if any) on the Capital Stock of HVF II, HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. or Donlen Fleet Lease Funding LLC, as applicable) shall be granted a perfected security interest and lien on the Capital Stock of the issuer of such refinancing facility and any other securities issued by such issuer and retained by any Loan Party, to the extent that and subject to any provisions of such facility, including Required Standstill Provisions (with such Liens having the aggregate amount of the priorities provided herein). All Net Cash Proceeds from such Event of Loss exceeds $5,000,000, shall be retained by the Borrower shall prepay Term Loans in an amount equal to 100% of all such a segregated account (the “Net Cash Proceeds (limited, Account”) until distributed in the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations accordance with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b)) above. Any such prepayment shall be applied To the extent Prepetition First Lien Secured Debt is paid in accordance with subsection (vi) of this clause (b).full pursuant to a final, non-appealable

Mandatory Payments. (i) No later than three (3) Business Days following the date of receipt by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale, to the extent Provided that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000, the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay the Obligations with respect to (i) Net Cash Proceeds from Asset Sales permitted under Section 7.02(b)(i)-(v), (ii) so long as no a Default or Event of Default has not otherwise occurred and is continuingbe continuing hereunder, Net Cash Proceeds from if at any time (i) the aggregate outstanding amount of the Receivables Loan A advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of the Receivables Loan A allowed pursuant to Section 2.1(a) (a “Receivables A Overadvance”), (ii) the aggregate outstanding amount of the Inventory Loan advanced hereunder by Lenders to Initial Borrowers exceeds the maximum amount of the Inventory Loan A allowed pursuant to Section 2.2(a) (an Event “Inventory A Overadvance”), (iii) the aggregate outstanding amount of Loss the Receivables Loan B advanced hereunder by Lenders to Houston Auto exceeds the maximum amount of the Receivables Loan B allowed pursuant to Section 2.4(a) (a “Receivables B Overadvance”; a Receivables B Overadvance and a Receivables A Overadvance, each a “Receivables Overadvance”), or Asset Sales that are reinvested in assets then used (iv) the aggregate outstanding amount of the Inventory Loan B advanced hereunder by Lenders to Houston Auto exceeds the maximum amount of the Inventory Loan B allowed pursuant to Section 2.5(a) (an “Inventory B Overadvance”; a Inventory B Overadvance and an Inventory A Overadvance, each an “Inventory Overadvance”) Borrowers shall immediately and without notice, repay to Administrative Agent, for the account of Lenders, an amount sufficient to eliminate any such excess. In the event an Initial Borrower sells, transfers, assigns or usable otherwise disposes of all or any portion of its Receivables or Automobile Inventory, other than in the ordinary course of business (subject, at all times, to the restrictions set forth in Section 6.2(c) of this Agreement), Initial Borrowers shall apply all proceeds of any such sale, transfer, assignment or other disposition to reduce the outstanding balance of the Borrower Indebtedness (with such proceeds, in the case of a sale of Receivables, shall be applied first to the Receivables Loan A, and its Restricted Subsidiaries within 365 days following receipt thereof or committed proceeds of the sale of Automobile Inventory to be reinvested prior applied first to the expiration Inventory Loan A (unless such Automobile Inventory constitutes Calcott Automobile Inventory, in which case the proceeds of such 365 day period (as certified sale shall be applied first to the Term Loan Administrative Agent by an Authorized Officer A)). In the event Houston Auto sells, transfers, assigns or otherwise disposes of all or any portion of its Receivables or Automobile Inventory, other than in the Borrower on or before the end ordinary course of such applicable 365 day period) and actually reinvested within 540 days following receipt thereofbusiness (subject, and (iii) at all times, to the extent restrictions set forth in subsection (ivSection 6.2(c) of this clause Agreement), Houston Auto shall apply all proceeds of any such sale, transfer, assignment or other disposition to reduce the outstanding balance of the Indebtedness (b). Any with such prepayment proceeds, in the case of a sale of Receivables, shall be applied first to the Receivables Loan B, and proceeds of the sale of Automobile Inventory to be applied first to the Inventory Loan B (unless such Automobile Inventory constitutes Texas Legacy Automobile Inventory, in accordance with subsection (vi) which case the proceeds of this clause (bsuch sale shall be applied first to the Term Loan B)).

Mandatory Payments. (ia) No later Subject to Section 7.1 hereof, when any Loan Party sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the Net Cash Proceeds received by such Loan Party in connection with such sale or disposition to the extent that the amount of Net Cash Proceeds received such by Loan Party exceeds (I) $250,000 for any such single sale or disposition or (II) $1,000,000 with respect to all such sales or dispositions occurring in any fiscal year, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such Net Cash Proceeds, and until the date of receipt payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the Borrower or any of its Restricted Subsidiaries of (x) any Net Cash Proceeds of any Asset Sale, to terms and conditions hereof. Notwithstanding the extent that the aggregate amount of Net Cash Proceeds from such Asset Sale exceeds $25,000,000 at any time after the Closing Date, or (y) any Net Cash Proceeds from any foregoing and provided no Event of LossDefault has occurred and is continuing, to the extent that the aggregate amount of the Net Cash Proceeds from such Event of Loss exceeds $5,000,000, the Borrower shall prepay Term Loans in an amount equal to 100% of all such Net Cash Proceeds (limited, in the case of the Net Cash Proceeds of Asset Sales, to amounts in excess of $25,000,000, and in the case of Net Cash Proceeds from any Event of Loss, to amounts in excess of $5,000,000); provided, that, the Borrower shall not be required to prepay be so applied to the Obligations extent (A) the Borrowing Agent delivers to the Agent concurrently with respect the consummation of such sale or other disposition, a certificate stating that Borrowers intend to (i) use such Net Cash Proceeds from Asset Sales permitted under to acquire fixed, capital or replacement assets used or useful in the Loan Parties' business within one hundred eighty (180) days of the receipt of such Net Cash Proceeds and (B) Borrowers in fact either (x) reinvest such Net Cash Proceeds within such one hundred eighty (180) day period or (y) enter into a binding commitment to reinvestment such Net Cash Proceeds within such one hundred eighty (180) day period and if so committed, make such reinvestment within ninety (90) days after such initial one hundred eighty (180) day period. Any Net Cash Proceeds not so reinvested shall be applied to prepay the Advances. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 7.02(b)(i)-(v3.2(b), (ii) so long as ; provided however that if no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Term Loan Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and (iii) to the extent set forth in subsection (iv) of this clause (b). Any such prepayment repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with subsection (vi) of this clause (b)the terms hereof .