Common use of Mandatory Repayments and Cash Collateralizations Clause in Contracts

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata among such

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (c) In addition to any other mandatory repayments required pursuant to this Section 4.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iiiii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata among suchsuch Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administra- tive Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (c) In addition to any other mandatory repayments required pursuant to this Section 4.02, all then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all the Revolving Loans (after giving effect to all other repayments thereof on such date)Loans, (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Available Commitment as then in effect, the Borrower agrees to shall prepay on such day the principal of Swingline Loans and, and after the Swingline Loans have been repaid in full, the principal of Revolving Loans, Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Available Commitment as then in effect, the Borrower agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or or Cash Equivalents to be held as security for all Obligations obligations of the Borrower to Lenders Banks hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by this Section 4.02(a)4.02, the Borrower may designate the Types of Revolving Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of Revolving Loans pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02(a) 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) made pursuant to a Borrowing shall be applied pro rata among suchsuch Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii) all Revolving Loans then outstanding shall be repaid in full on the Final Maturity Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) At any time that there shall exist a Defaulting Lender, within two Business Days following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent) the Borrower shall enter into Letter of Credit Back-Stop Arrangements in respect of such Defaulting Lender’s Percentage of Letter of Credit Outstandings (determined after giving effect to Section 2.15(a)(iv) and any existing Letter of Credit Back-Stop Arrangements provided by such Defaulting Lender) in an amount not less than 100% of the amount equal to such Defaulting Lender’s Percentage of Letter of Credit Outstandings. Notwithstanding anything to the contrary contained in this Agreement, Letter of Credit Back-Stop Arrangements provided under this Section 5.02(b) or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Letter of Credit Back-Stop Arrangements provided by a Defaulting Lender, any interest accrued on such obligation) for which the Letter of Credit Back-Stop Arrangement was so provided, prior to any other application of such property as may otherwise be provided for herein. (c) With respect to each repayment of Revolving Loans required by Section 4.02(a5.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar EurodollarSOFR Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar EurodollarSOFR Loans pursuant to Section 4.02(a5.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar EurodollarSOFR Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar EurodollarSOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar EurodollarSOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a5.02(a) shall be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. (d) In addition to any other mandatory repayments required pursuant to this Section 5.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (iI) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (iiII) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iiiIII) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations obligations of the Borrower Borrowers to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower Borrowers may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (c) In addition to any other mandatory repayments required pursuant to this Section 4.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date. (d) In addition to any other mandatory repayments required pursuant to this Section 4.02, all Loans shall be required to be repaid in full on the date on which a Change of Control occurs.

Mandatory Repayments and Cash Collateralizations. (ai) On any day on which the sum of (i) the aggregate outstanding principal amount of all the Revolving Loans (after giving effect to all other repayments thereof on such date)made by Non-Defaulting Banks, (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on Outstandings, in each case as of such date) , exceeds the Adjusted Total Commitment as then in effect, the Borrower agrees to prepay on such day the pay principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving LoansLoans of Non-Defaulting Banks, the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or or Cash Equivalents to be held as security for all Obligations obligations of the Borrower to Lenders Non-Defaulting Banks hereunder in a cash collateral account to be established by the Administrative Agent Agent. (ii) On any day on terms reasonably satisfactory which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to the Administrative Agentsuch excess. (b) With respect to each repayment of Revolving Loans required by this Section 4.02(a)4.02, the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02(a) 4.02 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in fullfull and/or (y) concurrently with such repayment, the Borrower pays all amounts owing pursuant to Section 1.11; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto$1,000,000, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Revolving Loans required by made pursuant to a Borrowing shall, except as set forth in Section 4.02(a) shall ), be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii) all Revolving Loans then outstanding shall be repaid in full on the Final Maturity Date.

Mandatory Repayments and Cash Collateralizations. (ai) On the fifth Business Day following any day date on which the sum of (i) the aggregate outstanding principal amount of all the Swingline Loans (for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Swingline Loans), the Revolving Loans (after giving effect to all other repayments for this purpose, using the Dollar Equivalent thereof on such date), (ii) in the aggregate principal amount case of all Swingline Loans (after giving effect to all other repayments thereof on such dateoutstanding Sterling Revolving Loans) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on Outstandings, in each case as of such date) , exceeds the Total Commitment as then in effect, the Borrower agrees to U.S. Borrowers shall prepay on such day fifth Business Day the principal of outstanding Dollar Swingline Loans and/or the U.K. Borrowers shall prepay on such fifth Business Day the principal of outstanding Sterling Swingline Loans (with such repayment of Swingline Loans to be allocated between Dollar Swingline Loans and Sterling Swingline Loans as the Borrowers may elect, PROVIDED that in the absence of a contrary designation by the U.S. Borrowers, repayments of Dollar Swingline Loans shall first be applied to any then outstanding Excess Dollar Swingline Loans and, to the extent in excess thereof, to any other Dollar Swingline Loans then outstanding), and after the Swingline Loans have been repaid in full, the U.S. Borrowers shall repay the principal of outstanding Dollar Revolving Loans, Loans and/or the U.K. Borrowers shall repay the principal of outstanding Sterling Revolving Loans (with such repayment of Revolving Loans to be allocated between Dollar Revolving Loans and Sterling Revolving Loans as the Borrowers may elect) in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees respective Account Parties agree to pay to the Administrative Agent at the appropriate Payment Office on such date an amount of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or or Cash Equivalents to be held as security for all Obligations obligations of the Borrower to Lenders respective Account Parties hereunder in a cash collateral account to be established by the Administrative Agent. (ii) On the fifth Business Day following any date on which the Individual Exposure of any Bank exceeds the Commitment of such Bank as then in effect, the U.S. Borrowers shall prepay on such fifth Business Day the principal of outstanding Dollar Swingline Loans (which, in the absence of a contrary designation, shall first be applied to Excess Dollar Swingline Loans and, to the extent in excess thereof, to any other Dollar Swingline Loans then outstanding) and/or the U.K. Borrowers shall prepay on such fifth Business Day the principal of outstanding Sterling Swingline Loans (with such repayment of Swingline Loans to be allocated between Dollar Swingline Loans and Sterling Swingline Loans as the Borrowers may elect), and after the Swingline Loans have been repaid in full, the U.S. Borrowers shall repay the principal of outstanding Dollar Revolving Loans and/or the U.K. Borrowers shall prepay the principal of outstanding Sterling Revolving Loans (with such repayment of Revolving Loans to be allocated between Dollar Revolving Loans and Sterling Revolving Loans as the Borrowers may elect) in such amounts as shall be required so that, after giving effect to the payments pursuant to this clause (ii), the Individual Exposure of such Bank shall no longer exceed the amount of its Commitment. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and Revolving Loans, the sum of any Bank's L/C Participation Percentages of the various outstanding Letters of Credit and Unpaid Drawings relating thereto exceeds the Commitment of such Bank, such Unpaid Drawings shall be repaid in full and the respective Account Parties shall pay (and shall be jointly and severally obligated to pay) to the Administrative Agent at the appropriate Payment Office on terms reasonably satisfactory such day an amount of cash or Cash Equivalents as shall be required to ensure that, to the extent the sum of the L/C Participation Percentages of such Bank in the various outstanding Letters of Credit exceeds the amount of its Commitment, such amounts are fully collateralized by cash and Cash Equivalents, with such cash or Cash Equivalents to be held as security for the obligations of the U.K. Borrowers or the U.S. Borrowers, as the case may be, hereunder in a cash collateral account to be established by the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by this Section 4.02(a)4.02, the respective Borrower may (subject to the requirements of preceding clause (a)) designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which made, provided PROVIDED that: (i) in the case of repayments of Dollar Revolving Loans maintained as Eurodollar Loans and Sterling Revolving Loans, repayments of such Loans pursuant to this Section 4.02(a) may only be made 4.02 on any day other than the last day of an Interest Period applicable thereto unless shall be accompanied by payment by the respective Borrower of all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid amounts owing in fullconnection therewith pursuant to Section 1.11; (ii) if any repayment of Eurodollar Euro Rate Loans (other than Sterling Swingline Loans) made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable theretoto the respective Euro Rate Loans, then such Borrowing (x) in the case of Dollar Revolving Loans maintained as Eurodollar Loans, shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and (y) in the case of Sterling Revolving Loans, shall be repaid in full at the end of the then current Interest Period; and (iii) each repayment of any Revolving Loans required by made pursuant to a Borrowing shall, except as set forth in Section 4.02(a), be applied PRO RATA among such Revolving Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be applied pro rata among suchrepaid in full on the Swingline Expiry Date and (ii) all Revolving Loans then outstanding shall be repaid in full on the Final Maturity Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (iI) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (iiII) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iiiIII) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations obligations of the Borrower Borrowers to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a5.02(a), the Borrower Borrowers may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a5.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a5.02(a) shall be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. (c) In addition to any other mandatory repayments required pursuant to this Section 5.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date. (d) In addition to any other mandatory repayments required pursuant to this Section 5.02, all Loans shall be required to be repaid in full on the date on which a Change of Control occurs.

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) At any time that there shall exist a Defaulting Lender, within two Business Days following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent) the Borrower shall enter into Letter of Credit Back-Stop Arrangements in respect of such Defaulting Lender’s Percentage of Letter of Credit Outstandings (determined after giving effect to Section 1.152.15(a)(iv) and any existing Letter of Credit Back-Stop Arrangements provided by such Defaulting Lender) in an amount not less than 100% of the amount equal to such Defaulting Lender’s Percentage of Letter of Credit Outstandings. Notwithstanding anything to the contrary contained in this Agreement, Letter of Credit Back-Stop Arrangements provided under this Section 4.025.02(b) or Section 1.152.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Letter of Credit Back-Stop Arrangements provided by a Defaulting Lender, any interest accrued on such obligation) for which the Letter of Credit Back-Stop Arrangement was so provided, prior to any other application of such property as may otherwise be provided for herein. (c) With respect to each repayment of Revolving Loans required by Section 4.02(a4.025.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a4.025.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and pursuant (iii) each repayment of Revolving Loans required by Section 4.02(aa) shall be applied pro rata among suchsuch Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.112.11. (d) In addition to any other mandatory repayments required pursuant to this Section 4.025.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date.

Mandatory Repayments and Cash Collateralizations. (a) On any day ------------------------------------------------ on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations obligations of the Borrower to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata among such

Mandatory Repayments and Cash Collateralizations. (a) On any day on which the sum of (iI) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (iiII) the aggregate principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iiiIII) the aggregate amount of all Letter of Credit Outstandings (after giving effect to all other repayments thereof on such date) exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to prepay on such day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans, Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations obligations of the Borrower Borrowers to Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) With respect to each repayment of Revolving Loans required by Section 4.02(a), the Borrower Borrowers may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans required by Section 4.02(a) shall be applied pro rata prorata among suchsuch Revolving Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (c) In addition to any other mandatory repayments required pursuant to this Section 4.02, (i) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date. (d) In addition to any other mandatory repayments required pursuant to this Section 4.02, all Loans shall be required to be repaid in full on the date on which a Change of Control occurs.