Common use of Principal Payments Clause in Contracts

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination Date. (b) The Borrowers may from time to time prepay all or a portion of the Advances without premium or penalty, provided, however, that (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Advances on the Termination DateLoans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Advances Loans without premium or penalty, provided, however, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Fixed Rate Loan is pending pursuant to Section 2.8, and (ii) unless earlier payment is required under this Agreement (other than prepayments required pursuant to Section 5.1(g), 5.2(f)(i) and 6.2) or unless Borrower pays all amounts required pursuant to Section 3.8, any Fixed Rate Loan may only be prepaid on the Borrowers last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if the Treasury Manager shall have given not less than one Business Day's prior written notice thereof on the Business Day of such prepayment with respect to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans and Negotiated Rate Loans and not less than three Interbank Business Days' notice thereof with respect to prepayment of Interbank Offered Rate Loans, such notice specifying the Loan or portion thereof to be so prepaid and shall be in have paid to the minimum amount of $500,000 and in integral multiples of $100,000 andBanks, in the case of together with such prepayment of Eurodollar Loansprincipal, shall be all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.8 in connection with such prepayment. Upon the minimum amount giving of $1,000,000 and in integral multiples thereofsuch notice, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the aggregate principal amount of the Advances exceed the lesser of the then Borrowing Base such Loan or the Commitments (portion thereof so specified in such condition defined herein as a "Borrowing Base Deficiency")notice, the Borrowers together with such accrued interest and other amounts, shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal become due and interest required to be paid payable on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excessspecified date. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire outstanding principal amount of the Revolving Credit Advances on the Termination Date. (b) The Borrowers may from time to time prepay all or a portion of the Advances without premium or penalty, provided, however, that (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty promptly do one of the following: (30i) days of written notice to the Borrowers of such Borrowing Base Deficiency, in In addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess; or (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest to the Agent, for the benefit of the Banks, in form and substance satisfactory to the Required Banks, in additional interests in Proved Developed Reserves of the Borrowers which, in the determination of the Required Banks, will increase the Borrowing Base by an amount such that the then aggregate principal amount of the Loans does not exceed the lesser of the then Borrowing Base or the Commitments; or (iii) Any combination of the foregoing acceptable to the Required Banks. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture NotesDefault, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all All determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreementhereunder and such repayment shall be applied pro rata to each outstanding Loan, except in connection with a voluntary repayment, in which case each repayment shall be made in the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination Dateorder specified in clause (b)(i) below. (b) The Borrowers may Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Advances without premium or penaltyaggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, providedafter giving effect thereto, however, that (i) would result in the Borrowers shall have given not aggregate outstanding principal amount thereof being less than one Business Day's $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice thereof specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) other than mandatory payments, each shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such prepayment, in the case of prepayment of Floating Rate Loans, repayment shall be in the minimum amount of $500,000 and in integral multiples of $100,000 applied pro rata to each outstanding Loan; and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to shall, not later than the applicable time set forth in Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"7.01(b), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the repay Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of required to satisfy the Overcollateralization Test at all times and such remaining excess. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 repayment shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest errorapplied pro rata to each outstanding Loan.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination Date. (b) The Borrowers may from time to time prepay all or a portion of the Advances without premium or penalty, provided, however, that (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiencypromptly, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. Notwithstanding the foregoing, if it should be determined that the principal amount of the Advances exceeds the Borrowing Base as redetermined as of November 30, 1998 only, such excess will be required to be paid in eight consecutive monthly reductions, with the amount of such reductions to be recommended by the Agent and subject to the consent of all the Banks. The first such monthly reduction will commence on or before December 31, 1998. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture NotesDefault, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (f) In addition to all other payments required hereunder, the Borrowers shall prepay the Advances by an amount equal to 100% of the proceeds of any Indebtedness (excluding Indebtedness permitted by Section 7.2(d) hereof), provided that it is acknowledged that the incurrence of any such Indebtedness shall require the consent of the Required Banks. (g) In addition to all other payments required hereunder, the Borrowers shall prepay the Advances by an amount equal to 100% of the proceeds received by the Borrowers from the issuance or other sale of any Capital Stock of any Borrower, other than net cash proceeds in an aggregate amount per fiscal year not to exceed $2,500,000 received by CRI in connection with the exercising of stock options. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination Date. (b) The Borrowers may from time to time prepay all or a portion of the Advances without premium or penalty, provided, however, that (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture NotesDefault, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (f) In addition to all other payments required hereunder, the Borrowers shall prepay the Advances by an amount equal to 100% of the proceeds of any Indebtedness (excluding Indebtedness permitted by Section 7.2(d) hereof), provided that it is acknowledged that the incurrence of any such Indebtedness shall require the consent of the Required Banks. (g) In addition to all other payments required hereunder, the Borrowers shall prepay the Advances by an amount equal to 100% of the proceeds received by the Borrowers from the issuance or other sale of any Capital Stock of any Borrower, other than net cash proceeds in an aggregate amount per fiscal year not to exceed $2,500,000 received by CRI in connection with the exercising of stock options. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier payment is required under Borrowers unconditionally and irrevocably promise to pay to Lender the Obligations in accordance with this Agreement, the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination DateSection 2.5. (b) The Borrowers may from time to time prepay all or a portion shall make payments of principal in cash in respect of the Advances without premium or penaltyObligations of up to the full amount of the Obligations on the final Business Day of each fiscal quarter of Hanover and its Subsidiaries commencing with the fiscal quarter of Hanover and its Subsidiaries ending September 25, provided2004, however, but only to the extent that each of the following shall remain true following such payment of amount: (i) as of the date of any such payment and after giving effect thereto, the aggregate amount of the Excess Availability (as such term is defined in the Congress Credit Agreements as in effect on the date hereof) of Borrowers on such date and the immediately preceding thirty (30) consecutive days before such payment shall have given be not less than one Business Day's prior written notice thereof to the Agent, $7,000,000, (ii) other than mandatory payments, each the cumulative EBITDA of Hanover and its Subsidiaries calculated based on the immediately preceding four (4) fiscal quarters immediately preceding the quarter in which the date of such prepayment, in the case payment occurs and for which fiscal quarter Lender has received financial statements of prepayment of Floating Rate LoansHanover and its Subsidiaries, shall be in the minimum amount of not less than $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, 14,000,000; (iii) the aggregate amount of such principal prepayments shall not exceed $2,000,000 in any prepayment such fiscal quarter; (iv) any such payment shall not be made earlier than the date that is five (5) Business Days after receipt by Congress of any Eurodollar quarterly financial statements of Hanover and its Subsidiaries for such immediately preceding fiscal quarter delivered to Congress in accordance with the terms and conditions of Section 6.18(a)(ii) of the Congress Loan Agreement; (v) as of the date of such payment and after giving effect thereto, Borrowers and Guarantors are and shall continue to be accompanied by any amount required pursuant to Section 4.10Solvent; and (vi) as of the date of such payment and after giving effect thereto, no Incipient Default or Event of Default under the Congress Financing Agreements shall exist or have occurred. (c) If it should be determined by To the Agent at any time extent permitted under the Congress Credit Agreements and from time to time that the principal amount Section 8 of the Advances exceed Thirty-First Amendment to the Congress Loan Agreement, upon the receipt by Borrowers or Guarantors of Net Proceeds from an Asset Sale, Borrowers shall make payments of principal in cash in respect of the Obligations in accordance with the terms and conditions of this Agreement, up to the lesser of (1) such Net Proceeds from an Asset Sale or (2) the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excessObligations. (d) In addition Borrowers and Hanover hereby agree and covenant that they shall exercise commercially reasonable efforts to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer satisfy the conditions set forth in Sections 2.5(b) and 2.5(c) in order to purchase, permit the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% repayment of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceedsObligations. (e) In addition To the extent not otherwise paid to all other payments required hereunder, upon any sale or other disposition Lender in accordance with this Section 2.5 prior to the end of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiencythe Term, the Borrower Obligations shall prepay be immediately due and payable in full at 5:00 p.m. eastern time on the Advances by the amount last day of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest errorTerm.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire The outstanding principal amount of each Advance shall be payable in full upon the Advances on earliest to occur of (i) demand, (ii) the Termination Dateoccurrence of any event described in Section 2.5(b) hereof with respect to such Advance or (iii) -------------- expiration or termination of the Commitment. (b) The Borrowers may Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from time the Lender, and the Company authorizes the Lender to time prepay all or charge its account(s) for, the amount of any outstanding Advance against a portion specific Mortgage Loan, upon the occurrence of any of the Advances following events: (1) Sixty (60) days elapse from the date the Mortgage Loan (with respect to which the Advance was made) was delivered to an Investor for examination and purchase, without premium the purchase being made unless an extension is granted by the Lender in its sole discretion; (2) Ninety (90) days (or penaltysuch longer period as Lender may permit, provided, however, that in its sole discretion) elapse from the date the Advance was made; (i3) The Investor rejects for purchase the Borrowers shall have given not less than one Mortgage Loan with respect to which the Advance was made; (4) Ten (10) Business Day's prior written notice thereof Days elapse from the date a Collateral Document was delivered to the AgentCompany for correction or completion, without being returned to the Lender; (ii5) other than mandatory paymentsOne of the Collateral Documents for such Advance requires correction or completion and the aggregate outstanding balance of all Advances for which a related Collateral Document has been delivered to the Company for correction or completion, each without being returned to the Lender, then exceeds, or would exceed, with the delivery of such prepaymentCollateral Document for correction or completion, $500,000; (6) With respect to any Advance which was funded through a Wet Settlement, the Company fails to deliver to the Lender the Collateral Documents identified in Section 2.4(c) above (relating to the Mortgage Loan -------------- against which the Advance was made) within two (2) Business Days (or such longer period as Lender may permit, in its sole discretion), or such Collateral Documents, upon examination by the case of prepayment of Floating Rate LoansLender, shall are found not to be in compliance with the minimum amount requirements of $500,000 and in integral multiples of $100,000 and, in this Agreement or the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10.related Purchase Commitment; (c7) If it should be determined by A default occurs under the Agent at any time Mortgage Loan with respect to which such Advance was made and from time to time that the principal amount remains uncured for a period of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days days; (8) Lender determines, in its sole judgment, that the related Mortgage Loan against which the Advance is made is an Ineligible Mortgage Loan; and (9) Upon sale of written notice the Mortgage Loan with respect to which such Advance was made. Upon making such payment to the Borrowers of such Borrowing Base DeficiencyLender, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment Company shall be made first on deemed to have redeemed such Mortgage Loan from pledge, and the Loans and if Collateral Documents relating thereto shall be released by the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit Lender to the extent of such remaining excessCompany or to the Investor. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay (i) the entire outstanding principal amount of the Revolving Credit Advances on the Termination Date, and (ii) the Term Loan in consecutive quarterly installments each in an amount equal to 5% of the original outstanding principal amount of the Term Loan, commencing with the date three months after the Termination Date and each three months thereafter until the Maturity Date - Term Loan and shall pay the entire remaining outstanding principal amount of the Term Loan on the Maturity Date - Term Loan. (b) The Borrowers may from time to time prepay all or a portion of the Advances without premium or penalty, provided, however, that (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should be determined by the Agent at any time and from time to time that the principal amount of the Advances exceed Revolving Credit Loans or the Term Loan, whichever is outstanding, exceeds the lesser of the then Borrowing Base or the Loan Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty promptly do one of the following: (30i) days of written notice to the Borrowers of such Borrowing Base Deficiency, in In addition to all other payments of principal and interest required to be paid on the AdvancesRevolving Credit Loans and the Term Loan, prepay whichever is outstanding, prepay, upon demand and without premium or penalty penalty, the Advances Revolving Credit Notes or the Term Notes, whichever are outstanding, in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Loan Commitments; or (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest to the Agent, provided for the benefit of the Banks, in form and substance satisfactory to the Required Banks, in additional interests in Proved Developed Reserves of the Borrowers which, in the determination of the Required Banks, will increase the Borrowing Base by an amount such that such prepayment shall be made first on the then aggregate principal amount of the Loans does not exceed the lesser of the then Borrowing Base or the Loan Commitments; or (iii) Any combination of the foregoing acceptable to the Required Banks. (d) If it should be determined by the Agent at any time and if from time to time that the Loans are paid in full and such excess still existsaggregate outstanding amount of the Letter of Credit Advances exceeds the lesser of $1,000,000 or the CNG/CRI Guaranty Formula, the Borrowers shall promptly provide cash collateral for any outstanding Letters the Letter of Credit Advances pursuant to Section 8.4 in the extent amount of such remaining excess. (de) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture NotesDefault, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (ef) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all All determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest error.

Principal Payments. Except where evidenced by notes or other instruments ----------------- issued or made by Borrower to FINOVA specifically containing payment provisions which are in conflict with this Section 2.11(a) (a) Unless earlier payment is required under this Agreementin which event the conflicting provisions of said notes or other instruments shall govern and control), the Borrowers shall pay the entire outstanding principal amount of the Advances on the Termination Date. (b) The Borrowers may from time to time prepay all or a that portion of the Advances without premium or penalty, provided, however, that Obligations consisting of principal payable on account of Revolving Loans and Floorplan Loans shall be payable by Borrower to FINOVA immediately upon the earliest of (i) the Borrowers shall have given not less than one Business Day's prior written notice thereof receipt by FINOVA or Borrower of any proceeds of any of the Collateral, to the Agentextent of said proceeds, (ii) other than mandatory payments, each the occurrence of an Event of Default in consequence of which FINOVA elects to accelerate the maturity and payment of such prepayment, in the case of prepayment of Floating Rate Loans, shall be in the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereofloans, (iii) any prepayment termination of any Eurodollar Loan shall be accompanied by any amount required this Agreement pursuant to Section 4.10. 9.2 hereof, or (civ) If it should be determined in the case of any Floorplan Loan, the date that is the number of days set forth in Exhibit A to this Agreement after the invoice date for the Floorplanned Inventory purchased with the proceeds of such Floorplan Loan, which number of days are specified opposite the name of the manufacturer or vendor of such Floorplanned Inventory in such Exhibit A (each a "Due Date") (and FINOVA shall have the right, in its sole discretion, to amend or supplement such Exhibit A in whole or in part by the Agent at any time and delivery from time to time that the principal amount of the Advances exceed the lesser of the then Borrowing Base or the Commitments (a new such condition defined herein as a "Borrowing Base Deficiency"Exhibit A to Borrower), the Borrowers provided, -------- however, that any Revolver Overloan or Floorplan Collateral Coverage ------- Reconciliation shall within thirty (30) days of written notice be payable on demand pursuant to the Borrowers provisions of Section 2.3 hereof. Provided that there is sufficient Eligible Inventory, as determined by FINOVA in its sole discretion, to cover a specific invoice, Borrower and FINOVA may agree to extend the due date of such Borrowing Base Deficiencyspecific invoice, on such terms and conditions as are established by FINOVA in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by an amount equal to 100% of the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may beits sole discretion, and shall be conclusively binding on the parties absent manifest errorconsented to by Borrower.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Advances on the Termination DateAdvances. (b) In addition to all other payments required hereunder, as of the last Business Day of each month and as of any other date requested by the Agent, if the Equivalent in Dollars of the outstanding principal amount of all Advances exceeds the aggregate amount of the Commitments, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the Equivalent in Dollars of the outstanding principal amount of all Advances does not exceed the aggregate amount of the Commitments as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any. (c) In addition to all other payments required hereunder, as of the last Business Day of each month and as of any other date requested by the Agent, if the Equivalent in Dollars of the outstanding principal amount of all Advances in Optional Currencies exceeds $50,000,000, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the Equivalent in Dollars of the outstanding principal amount of all Advances in Optional Currencies does not exceed $50,000,000 as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any. (d) The Borrowers may at any time and from time to time prepay all or a portion of the Advances Loans without premium or penalty, provided, however, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.9, and (ii) unless a Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the Borrowers last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Day's prior written Days' notice thereof with respect to the Agent, (ii) other than mandatory payments, each such prepayment, in the case of prepayment of Floating Rate LoansLoans and three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loan, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall be in become due and payable on the minimum amount of $500,000 and in integral multiples of $100,000 andspecified date. (e) If, in the case of prepayment of Eurodollar Loans, shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied by any amount required pursuant to Section 4.10. (c) If it should 2.9, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be determined by repaid on the last day of the related Interest Period in the Permitted Currency in which such Loan is then denominated and the Agent at any time and shall readvance to the Company the same amount of such Permitted Currency as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the last day of such Interest Period, the Original Dollar Amount of such Loan or portion thereof shall be adjusted to the amount in Dollars resulting from time the conversion of the amount of such Permitted Currency so readvanced to time that Dollars determined as of the principal second Business Day preceding such day. On the date of each such continuation, if the Equivalent in Dollars on such date of all Advances, including the Advances being continued, exceeds the aggregate amount of the Advances exceed the lesser Commitments of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days of written notice to the Borrowers of such Borrowing Base Deficiency, in addition to all other payments of principal and interest required to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment shall be made first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. (d) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture NotesBanks, the Borrowers shall prepay the Advances Advances, in such order as determined by the Borrowers, in an amount equal to 100% such that the Equivalent in Dollars of the net proceeds (net only outstanding principal amount of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceeds. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, Advances does not exceed the Borrower shall prepay the Advances by the aggregate amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs Commitments as of such sale or other disposition) of such sale or dispositiondate, which prepayment is due upon receipt of such net proceeds. Unless specified as a determination together with all amounts owing to be made by all Banksthe Banks under Section 3.9 in connection therewith, all determinations made pursuant to this Section 4.1 shall be made by the Agent or the Required Banks, as the case may be, and shall be conclusively binding on the parties absent manifest errorif any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay the entire The outstanding principal amount of each Advance shall be payable in full upon the Advances on earlier to occur of (i) the Termination Dateoccurrence of any event described in Section 2.5(c) hereof with respect to such Advance or (ii) expiration or termination of the Commitment. (b) The Borrowers may Company shall have the right to prepay the outstanding Advances in whole or in part, from time to time prepay all or a portion of the Advances time, without premium or penaltypenalty or advance notice, providedexcept for actual out-of-pocket costs incurred by Banks in breaking Libor contracts, howeverif applicable, that (i) which costs shall be reimbursed by Borrower. The Company may designate the Borrowers shall have given not less than one Business Day's prior written notice thereof Advances to the Agentbe prepaid, (ii) other than mandatory payments, each such prepayment, but in the case absence of prepayment of Floating Rate Loans, such designation such prepayments shall be in applied to such outstanding Advances as the minimum amount of $500,000 and in integral multiples of $100,000 and, in the case of prepayment of Eurodollar Loans, Banks may elect. The Banks shall be in the minimum amount of $1,000,000 and in integral multiples thereof, (iii) any prepayment of any Eurodollar Loan shall be accompanied apply prepayments to Advances designated by any amount required pursuant to Section 4.10Borrower at all times. (c) If it should The Company shall be determined obligated to pay to the Banks, without the necessity of prior demand or notice from the Banks, and the Company authorizes the Agent to charge its account for, the amount of any outstanding Advance against a specific Pledged Limited Partnership Interest, upon the occurrence of any of the following events with respect to such Advance or Pledged Limited Partnership Interest: (1) Five hundred forty (540) calendar days elapse from the date the Advance was made, unless such Advance was for Pledged Limited Partnership Interests which have been assigned to a Portfolio Entity and the Portfolio Entity has assigned Pledged Subscription Agreements to the Banks, in which case 730 days elapse from the date the Advance was made.; (2) Fifteen (15) days elapse from the date the Collateral Documents relating to such Advance were required to be received by the Agent at any time without the actual receipt thereof; (3) Ten (10) Business Days elapse from the date a Collateral Document relating to such Advance was delivered to the Company for correction or completion, without being returned to the Agent; (4) A default occurs under the Limited Partnership Agreement creating the Pledged Limited Partnership Interest with respect to which such Advance was made and from time to time that the principal amount which default remains uncured for a period of the Advances exceed the lesser of the then Borrowing Base or the Commitments (such condition defined herein as a "Borrowing Base Deficiency"), the Borrowers shall within thirty (30) days days; (5) There is a draw on a Letter of written notice Credit (an "LC Advance") and repayment is required under Exhibit C-2, Exhibit C-3 or Exhibit C-4 hereto; ----------- ----------- ----------- (6) The Loan shall fail to be in balance as required pursuant to Section 6.12 hereof; or (7) Upon sale or transfer of the Pledged Limited Partnership Interest, provided, however that the Company may, subject to the Borrowers provisions of Section 2.5(c)(1) hereof, assign a Pledged Limited Partnership Interest to a Portfolio Entity and defer payment of principal of the Advance with which such Pledged Limited Partnership Interest was purchased, provided the following conditions are met: (i) the instrument of transfer to such Portfolio Entity contains a clear and conspicuous disclosure of the Banks' security interest, which shall be acknowledged by such Portfolio Entity in writing and delivered to the Agent; (ii) at the time of such Borrowing Base Deficiencytransfer, no Event of Default or situation which with the giving of notice or passage of time would constitute an Event of Default, exists; (iii) at the time of such transfer, the Portfolio Entity delivers to Agent one or more Pledged Subscription Agreements and other documentation as set forth in addition Section 2.2(j) hereof; and (iv) Capitalization Proceeds are applied to all other deferred payments of principal and capitalized interest required as permitted hereunder according to be paid on the Advances, prepay upon demand and without premium or penalty the Advances in an amount by which, in the determination of the Agent, such aggregate principal amount outstanding exceeds the lesser of the then Borrowing Base or the Commitments, provided that such prepayment following schedule: I. The Initial Installment shall be made applied as follows: (y) first on the Loans and if the Loans are paid in full and such excess still exists, the Borrowers shall provide cash collateral for any outstanding Letters of Credit to the extent of such remaining excess. (d) In addition Company to all other payments required hereunderfund the Portfolio Entity Percentage, upon any sale or other disposition of any assets when a Default exists, or if such sale or other disposition would cause a Default or would cause a required prepayment of, or offer to purchase, the Indenture Notes, the Borrowers shall prepay the Advances by plus an amount equal to 100% the aggregate interest payments made to Banks prior to the Initial Installment with respect to Advances for Pledged Limited Partnership Interests assigned to the Portfolio Entity (unless such interest payments are included in the Portfolio Entity Percentage); and (z) then to repayment of Advances for Pledged Limited Partnership Interests assigned to the net proceeds (net only of reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceedsPortfolio Entity. (e) In addition to all other payments required hereunder, upon any sale or other disposition of any assets when a Borrowing Base Deficiency exists, or if such sale or other disposition would cause a Borrowing Base Deficiency, the Borrower shall prepay the Advances by the amount of the Borrowing Base Deficiency from the net proceeds (net only of any reasonable and customary costs of such sale or other disposition) of such sale or disposition, which prepayment is due upon receipt of such net proceedsII. Unless specified as a determination to be made by all Banks, all determinations made pursuant to this Section 4.1 Subsequent Installments shall be made by the Agent or the Required Banks, applied as the case may be, and shall be conclusively binding on the parties absent manifest error.follows: