Common use of Term and Prepayment Clause in Contracts

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' prior written notice to Lender to (i) terminate voluntarily 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 of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a Default), Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit Advances and extend other credit hereunder financial accommodations shall immediately terminate and Borrowers be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately 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 NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily Borrowers' 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 and (ii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. . (d) If any Borrower exercises the its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make Loans is Loans, are terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a Default), Borrowers Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest thereon; and (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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' ’ prior written notice to Lender to (i) terminate voluntarily Borrowers' Borrower’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) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. If any . (d) Lender and Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to may extend the Stated Expiry Date (including upon terms and conditions as a result of set forth in the occurrence of a Default), Borrowers shall pay Commitment Letter and such other terms and conditions satisfactory and acceptable to Lender in its discretion. If the applicable Prepayment FeeStated Expiry Date is extended, no additional closing fee or commitment fee shall be payable in connection with such extension. Nothing contained herein shall be deemed to be a commitment or agreement by Lender to extend the Stated Expiry Date, which shall be in Lender’s sole discretion.

Term and Prepayment. (a) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit Advances and extend other credit hereunder financial accommodations shall immediately terminate and Borrowers be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment 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 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately 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 NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily Borrowers' 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) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. . (d) If any Borrower exercises the its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make Loans is Loans, are terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a an Event of Default), Borrowers Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily 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, (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 (iiiii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit Advances and extend other credit hereunder financial accommodations shall immediately terminate and Borrowers be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Termination Date Borrower shall pay to Lender in full, in cash: : (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to pay the Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately 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 NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to to (i) terminate voluntarily Borrowers' 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 and (ii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. . (d) If any Borrower exercises the its right of termination and prepayment, or if LenderBorrower's right to receive or benefit from, and Lenders obligation to make Loans is Loans, are terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a Default), Borrowers Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily 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, (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 (iiiii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) 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 credit hereunder in connection with the Operating Loan shall immediately terminate and Borrowers Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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.Lender in connection with the Operating Loan. Upon the Commitment Termination Date with respect to 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: (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 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 attributable to any Borrower shall at any time exceed such Borrower's the Operating Loan Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that . 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 outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documentsexcess. (c) Each 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 Contract 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' days prior written notice to Lender to to: (i) terminate voluntarily Borrowers' Borrower’s right to receive or benefit from, and Lender's L▇▇▇▇▇’s obligation to make and to incur, (A) Revolving Credit Advances and to incur Letter of Credit Obligations Obligations, and (B) Contract Revolver Advances; and (ii) prepay all of the Obligations; provided, 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). The Following receipt of such notice by L▇▇▇▇▇, 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 Termination DateDate 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 any Borrower exercises the its right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a Default), Borrowers 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) Upon the Commitment Termination Date Date, the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the aggregate Revolving Credit Loan attributable to any Borrower Loans shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, Borrowers shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower Borrowers shall have the right, at any time upon thirty (30) days' days prior written notice to Lender to to: (i) terminate voluntarily 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 Obligations; and (ii) prepay all of the Obligations; provided, 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). The 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 Termination Date. If any Borrower exercises the Borrowers exercise their right of termination and prepayment, or if Lender's ’s obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), Borrowers shall pay to Lender the applicable Prepayment Feeamounts (if any) described in Section 1.14(c).

Term and Prepayment. (a) Upon the Commitment Termination Maturity Date of the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers 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 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 Lenderthe Agent or the Lenders. (b) If After the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Borrowing AvailabilityCommencement Date, then such Borrower shallso long as no Default or Event of Default has occurred hereunder, within two (2) Business Days thereafter, repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time right upon thirty five (305) days' Business Days’ prior written notice to Lender the 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) terminate voluntarily Borrowers' 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) prepay all 3% of the Obligationsof the principal Loan 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 apply if the 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. The effective date Borrower 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 a Change of Control, other than an Affiliated Change of Control, pursuant to clause (a) of the Revolving Credit Loan specified in definition of Change of Control; provided, that, such notice prepayment shall be subject to a fee equal to 6% of the Commitment Termination Dateof the principal Loan amount being repaid. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior Notwithstanding anything to the Stated Expiry Date (including as a result of contrary contained herein, in the occurrence of a Default)event that any prepayment is necessitated by Section 1.11 hereof, Borrowers no prepayment fee shall pay apply to Lender the applicable Prepayment Feesuch prepayment.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily 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, (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 (iiiii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan and any Term Loan specified in such notice shall be the Commitment Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), Borrowers shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest thereon; and (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. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' ’ prior written notice to Lender to (i) terminate voluntarily Borrowers' Borrower’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) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason . (d) No less than thirty (30) days prior to the Stated Expiry Date, Lender and Borrower may extend the Stated Expiry Date (including as a result 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 one (1) year and the Stated Expiry Date may only be extended twice pursuant to the terms of this Section 1.2(d). Nothing contained herein shall be deemed to be a Default)commitment or agreement by Lender to extend the Stated Expiry Date, Borrowers which shall pay to Lender the applicable Prepayment Feebe in Lender’s sole discretion.

Term and Prepayment. (a) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit Advances and extend other credit hereunder financial accommodations shall immediately terminate and Borrowers be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to pay the Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately 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 NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Subject to Section 1.2(d), Borrower shall have the right, at any time upon thirty (30) days' days prior written notice to Lender to (i) terminate voluntarily Borrowers' 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 of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Date. . (d) If any Borrower exercises the its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make Loans or to incur, Revolving Credit Advances and Letter of Credit Obligations is terminated for any reason prior to the Stated Expiry Date April 29, 2001 (including including, without limitation, as a result of the occurrence of a an Event of Default), Borrowers Borrower shall pay to Lender the applicable Prepayment Fee.

Term and Prepayment. (a) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit ------------------- Advances and extend other credit hereunder shall immediately terminate and Borrowers 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 accrued interest earned, but unpaid interest 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 attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding balance shall nevertheless constitute Obligations that are evidenced by the Revolving Credit NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (cb) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to and payment of the applicable Prepayment Fee, (i) to terminate voluntarily Borrowers' 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 Advances, and (ii) to prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan specified in such notice shall be the Commitment Termination Maturity Date. (c) Immediately upon receipt by Borrower or any Subsidiary thereof of proceeds of any asset disposition (including insurance and condemnation proceeds and proceeds of the sale of all or a portion of the Sano Stock Collateral, but excluding proceeds of the sale of Inventory in the ordinary course of business), Borrower shall prepay Revolving Credit Advances in an amount equal to 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 extent 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 exercises the right shall prepay Revolving Credit Advances in an amount equal to all such proceeds, net of termination underwriting discounts and prepaymentcommissions and other reasonable costs paid to non-Affiliates in connection therewith. Any Revolving Credit Advances prepaid under this Section 1.2(c) may, or if Lender's obligation to make Loans is terminated for any reason prior subject to the Stated Expiry Date (including as a result of the occurrence of a Default)provisions hereof, Borrowers shall pay to Lender the applicable Prepayment Feebe reborrowed.

Term and Prepayment. (a) Upon the Commitment Termination Date the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (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, within two (2) Business Days thereafter, 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; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty (30) days' 30 days prior written notice to Lender to (i) terminate voluntarily 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, (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 (iiiii) prepay all of the Obligations. 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 Termination Date. If any Borrower exercises the right of termination and prepayment, or if Lender's obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), 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) Upon the Commitment Termination Date Date, the obligation of Lender to make Revolving Credit Advances and extend other credit hereunder shall immediately terminate and Borrowers Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. (b) If the Revolving Credit Loan attributable to any Borrower Loans shall at any time exceed such Borrower's Borrowing the Bon-owing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately repay the applicable Revolving Credit Loan in the amount of such excess; provided that any such excess outstanding shall nevertheless constitute Obligations that are evidenced by the Revolving Credit Notes, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each Borrower shall have the right, at any time upon thirty ninety (3090) days' days prior written notice to Lender to to: (i) terminate voluntarily Borrowers' Borrower’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 Obligations; and (ii) prepay all of the Obligations; provided, 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). The 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 Termination Date. If any Borrower exercises the its right of termination and prepayment, or if Lender's ’s obligation to make Loans is terminated for any reason prior to the Stated Expiry Date then in effect (including as a result of the occurrence of a Default), Borrowers 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) Upon the Commitment Termination Date the The obligation of Lender to make Revolving Credit Advances and extend other credit hereunder financial accommodations shall immediately terminate and Borrowers be in effect from the Closing Date until the Commitment Termination Date. Upon the Commitment Termination Date Borrower shall pay to Lender in full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but unpaid interest 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. Upon payment of the amounts specified in the immediately preceding sentence, Borrower's obligation to pay the Unused Line Fee shall simultaneously terminate. (b) If the Revolving Credit Loan attributable to any Borrower shall at any time exceed such Borrower's the Borrowing Availability, then such Borrower shall, within two (2) Business Days thereafter, shall immediately 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 NotesNote, secured by the Collateral and entitled to all of the benefits of the Loan Documents. (c) Each In the event of any Excess Cash Flow for any Fiscal Year, Borrower shall repay the Loans on or prior to the date 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) days' 30 days prior written notice to Lender to (i) terminate voluntarily Borrowers' 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, (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 (iiiii) prepay all of the Obligations. The effective date of termination of the Revolving Credit Loan and the Term Loan specified in such notice shall be the Commitment Termination Date. . (h) If any Borrower exercises the its right of termination and prepayment, or if Borrower's right to receive or benefit from, and Lender's obligation to make Loans is Loans, are terminated for any reason prior to the Stated Expiry Date (including as a result of the occurrence of a Default), Borrowers Borrower shall pay to Lender the applicable Prepayment Fee.

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