Common use of Mandatory Repayments Clause in Contracts

Mandatory Repayments. (a) If on any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 hereunder in the Cash Collateral Account. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding on such date. (c) With respect to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such 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. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (a) If On any day on any date which the RL Exposure aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) exceeds the lesser of (A) the Total Revolving Loan Commitment as then in effectat such time and (B) the Borrowing Base at such time, the Revolving Borrower shall prepay on the first within three Business Day after such date Days the principal of Swingline Revolving Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 hereunder in the Cash Collateral Account. (b) On each Clean-up DateQuarterly Payment Date commencing on the Quarterly Payment Date for the quarter ending on or about December 31, 2017, the Term Borrower shall prepay be required to repay an amount equal to the percentage of the original principal amount of Term Loans set forth in full all Revolving the table below, to the extent Term Loans are then outstanding (each such repayment, as the same may be reduced as provided in Section 6.01 or 6.02(h), a “Scheduled Repayment”): (c) On each date on or after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from the issuance of any Permitted Cure Securities, an amount equal to 100% of the Net Cash Proceeds of the issuance of Permitted Cure Securities shall be applied on such datedate as a mandatory repayment in accordance with the requirements of Sections 6.02(h) and (i). (cd) On each date on or after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any issuance or incurrence by Holdings or any of its Subsidiaries of Indebtedness (other than Indebtedness to be incurred pursuant to Section 11.04), an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Sections 6.02(h) and (i). (e) Within three Business Days after each date on or after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 6.02(h) and (i); provided, however, that (i) no mandatory repayment and/or commitment reduction pursuant to this Section 6.02(e) shall be required until the aggregate amount of Net Sale Proceeds received by Holdings and its Subsidiaries shall exceed $250,000 and (ii) such Net Sale Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 11.15 within 365 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 6.02(e) are not so reinvested within such period (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale), such remaining portion shall be applied five (5) Business Days after the last day of such period (or such earlier date, as the case may be) as provided above in this Section 6.02(e) without regard to the preceding proviso. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 6.02, within three Business Days after each Excess Cash Payment Date, an amount equal to the Excess Cash Percentage of the Excess Cash Flow for the related Excess Cash Payment Period minus the sum of (x) all voluntary prepayments of Term Loans during such Excess Cash Payment Period (less any such voluntary prepayments made prior to the Excess Payment Date occurring during such Excess Cash Payment Period) and (y) all voluntary prepayments of Term Loans made after the end of the most recent Excess Cash Payment Period and prior to the Excess Payment Date and (z) all voluntary prepayments of Revolving Loans during such Excess Cash Payment Period to the extent the Revolving Loan Commitments are permanently reduced by the amount of such payments, in each case other than prepayments funded with proceeds of the incurrence of Indebtedness (other than Revolving Loans), shall be applied as a mandatory repayment in accordance with the requirements of Sections 6.02(h) and (i). (g) Within three Business Days after each date after the Closing Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Cash Proceeds therefrom do not exceed $100,000 in the aggregate for all related Recovery Events), an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 6.02(h) and (i); provided, however, that such Net Cash Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and Holdings has delivered a certificate to the Agents on such date stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 365 days following the date of the receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended), and provided further, that if all or any portion of such Net Cash Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such Net Cash Proceeds, such remaining portion shall be applied five Business Days after the last day of such period (or such earlier date, as the case may be) as provided above in this Section 6.02(g) without regard to the immediately preceding proviso. (h) Each amount required to be repaid pursuant to Sections 6.02(c), (d), (e), (f) and (g) and applied in accordance with this Section 6.02(h) shall be applied to repay the outstanding principal amount of Term Loans. The amount of each principal repayment of Term Loans made as required by Sections 6.02(c), (d), (e), (f) and (g) shall be applied (i) pro rata to each Term Loans (based upon the then outstanding principal amounts of the Term Loans), (ii) to reduce the next six then remaining Scheduled Repayments of the Loans in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment of the Term Loans after giving effect to all prior reductions thereto), and thereafter to all other then-remaining Scheduled Repayments of the Loans in inverse order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment of the Term Loans after giving effect to all prior reductions thereto), and (iii) if all Term Loans have been repaid and a Cash Dominion Period shall then exist, to repay outstanding Revolving Loans. (i) With respect to each repayment of Loans required by this Section 5.026.02, the a Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of LIBO Rate Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such LIBO Rate Eurodollar Loans were made, provided that that: (i) repayments of LIBO Rate Eurodollar Loans pursuant to this Section 5.02 6.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans 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, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iiiii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the a Borrower as described in the preceding sentence, the Administrative Collateral Agent shall, subject to the above, make such designation in its sole discretion. (dj) In addition to any other mandatory repayments pursuant to this Section 5.026.02, all then outstanding Loans of a respective Tranche shall be repaid in full on the Maturity Date. (k) [Reserved]. (l) Anything contained herein to the contrary notwithstanding, in the event the Term Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans in accordance with clauses (c) through (g) above, not later than 3:00 p.m., New York City time, three Business Days prior to the date (the “Required Prepayment Date”) on which the Term Borrower elects (or is otherwise required) to make such Waivable Mandatory Prepayment, the Term Borrower shall notify the Agents of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Term Loan Lender of the amount of such Term Loan Lender’s pro rata share of such Waivable Mandatory Prepayment and such Term Loan Lender’s option to refuse such amount. Each such Term Loan Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so not later than 3:00 p.m., New York City time, the second Business Day prior to the Required Prepayment Date (it being understood that any Term Loan Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Term Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment less the amount of the Declined Proceeds (as defined below), which amount shall be applied by the Administrative Agent to prepay the Term Loans of those Term Loan Lenders that have elected to accept such Waivable Mandatory Prepayment (each, an “Accepting Lender”) (which prepayment shall be applied to the scheduled installments of principal of the Term Loans in accordance with Section 6.02(h)). The portion of the Waivable Mandatory Prepayment otherwise payable to those Term Loan Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) shall be offered to prepay the Term Loans of each other Accepting Lender. To the extent such Declined Proceeds have not been accepted by other Accepting Lenders, such Declined Proceeds may be retained by the applicable Borrower and used for any purpose not prohibited by this Agreement. For the avoidance of doubt, the Declined Proceeds shall be offered to each Accepting Lender based on each such Term Loan Lender’s pro rata share until such time as there are either (x) no remaining Accepting Lenders or (y) no remaining Declined Proceeds. (m) During any Cash Dominion Period, the Administrative Agent shall on each following Business Day apply all funds transferred to or deposited with the Administrative Agent to the payment in whole or in part, of the Revolving Loans. (n) Notwithstanding any other provisions of this Section 6.02, to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary or the Net Cash Proceeds of any Recovery Event from a Foreign Subsidiary, in each case giving rise to a prepayment event pursuant to Section 6.02, or Excess Cash Flow attributable to a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 6.02 are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 6.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or such material constituent document restrictions (including as a result of minority ownership) or other material agreements (in each case, in effect on the Closing Date or on the date of the acquisition of any applicable Person) will not permit repatriation to the United States or any material constituent document restrictions (including as a result of minority ownership) and other material agreements (in each case, in effect on the Closing Date or on the date of the acquisition of any applicable Person) will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and if such repatriation of any of such affected Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, within six months of the applicable prepayment event, any amount equal to the amount of Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow that could be repatriated will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 6.02 to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that a prepayment event pursuant to the obligation to make a prepayment pursuant to, or repatriation of any or all of the Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow would have a material adverse tax cost consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow, the Net Sale Proceeds, Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. For purposes of this Section 6.02(n), a CFC Holdco shall be treated as a Foreign Subsidiary.

Mandatory Repayments. (a) If on any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectAll interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall prepay on be due and payable in full, without notice or demand (including either (i) providing cash collateral to be held by the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, Agent 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 102.0% of the Letter of Credit Outstandings exceeds Usage, or (ii) causing the Total Revolving Loan Commitment as then in effect, the Borrower agrees original Letters of Credit to pay be returned to the Administrative Agent at the appropriate Payment Office Agent), on the first Business Day after 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 hereunder in the Cash Collateral AccountMaturity Date. (b) On In the event that, as of the date of such determination, the sum of the then outstanding Revolving Credit Facility Usage and the Letter of Credit Usage exceeds the then extant amount of the Revolving Commitments, then, and in each Clean-up Datesuch event, promptly upon obtaining notice of such excess (and in any event within fifteen (15) Business Days of obtaining such notice) the Borrower shall prepay in full all repay such amount or cash collateralize Letters of Credit as shall be necessary so that the outstanding Revolving Loans outstanding on such dateCredit Facility Usage and the Letter of Credit Usage does not exceed the then extant amount of the Revolving Commitments. (c) With In the event and on each occasion that any Net Proceeds are received by the Borrower or any Subsidiary in respect to each repayment of Loans required by this Section 5.02any Prepayment Event, the Borrower may designate shall on the Types of Loans which day such Net Proceeds are to be repaid andreceived (or, in the case of LIBO Rate Loansa Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event,” within five (5) Business Days after such Net Proceeds are received) by the Borrower or such Subsidiary, prepay Term Loans in an amount equal to 100% of such Net Proceeds; provided that, in the specific Borrowing case of any event described in clause (a) or Borrowings pursuant (b) of the definition of the term “Prepayment Event,” the Borrower or any Subsidiary may cause the Net Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt by the Borrower or such Subsidiary of such Net Proceeds in the business of the Borrower and its Subsidiaries (including to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder), in which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans case no prepayment shall be required pursuant to this Section 5.02 may only be made on paragraph in respect of the last day Net Proceeds from such event (or such portion of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (iiNet Proceeds so invested) each repayment except to the extent of any Loans made pursuant such Net Proceeds that have not been so invested by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Subsidiaries shall have entered into an agreement or binding commitment to invest such Net Proceeds), at which time a Borrowing prepayment shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described required in the preceding sentence, the Administrative Agent shall, subject an amount equal to the above, make such designation in its sole discretionNet Proceeds that have not been so invested. (d) In addition to any other mandatory repayments All prepayments of the Term Loans made pursuant to this Section 5.02, all then outstanding Loans 2.8 shall be repaid in full on (i) prior to the Maturity Date for Date, so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the Term Loans in direct order of maturity thereof and (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(d)(i). (e) All prepayments of the Revolving Loans made pursuant to this Section 2.8 shall (i) prior to the Maturity Date, so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the Revolving Advances until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(d)(i), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to any Revolving Advances pursuant to Section 2.8(e)(i) above, be applied, first, ratably to any Revolving Advances that are Base Rate Loans, until paid in full, and, second, ratably to any Revolving Advances that are Term SOFR Loans, until paid in full.

Mandatory Repayments. (ai) The Administrative Agent shall calculate the aggregate outstanding principal amount of Loans outstanding on (A) the date four Business Days in advance of any proposed Borrowing consisting of Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, (B) the date one Business Day in advance of a proposed Borrowing consisting of Base Rate Loans or Competitive Bid Absolute Rate Loans, (C) the date of any Redenomination, (D) the last day of any Interest Period and (E) the last Business Day of any March, June, September or December, by adding (x) the principal amount of Loans denominated in Dollars and (y) the Currency Equivalent in Dollars of the principal amount of Loans denominated in each Alternative Currency. If the aggregate outstanding principal amount of Loans on any such date the RL Exposure exceeds the amount equal to the product of 105% and the Total Revolving Loan Commitment as then in effectCommitment, the Borrowers jointly and severally shall immediately following notice from the Administrative Agent thereof prepay to the Administrative Agent the amount equal to the difference between the amount of the Loans (as calculated above) and the Total Commitment. (ii) Each Borrower shall prepay repay to the relevant Bank (which shall promptly furnish notice thereof to the Administrative Agent) the unpaid principal amount of each Competitive Bid Loan made by such Bank hereunder on the first Business Day after such maturity date with respect thereto and shall repay to the Administrative Agent the unpaid principal amount of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loanseach Syndicated Loan on the Final Maturity Date, in each case, in together with all accrued and unpaid interest thereon. Upon obtaining knowledge of an amount equal Event of Default, a Potential Event of Default, or any other default with respect to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loansa Competitive Bid Loan, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Bank which made such Competitive Bid Loan Commitment as then in effect, the Borrower agrees to pay to shall notify the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 hereunder in the Cash Collateral Accountthereof. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding on such date. (c) With respect to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such 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. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (ai) If on any date To the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectextent not previously paid, the then outstanding Term Loan and all other Obligations shall be due and payable on the Maturity Date, together with all accrued and unpaid interest on such Obligations to be paid to and including the date of payment and any Make Whole Premium and other Obligations. (ii) Upon receipt by Borrower of the proceeds of any Prepayment Event, Borrower shall prepay on the first Business Day after such date the make a prepayment of principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, the Term Loan 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 100% of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Net Cash Equivalents equal to the amount Proceeds of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)Prepayment Event, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower hereunder in the Cash Collateral Account. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding together with any accrued interest on such date. (camount and any Make Whole Premium payable pursuant to Section 2.1(e) With respect to each repayment in connection therewith. Notwithstanding the foregoing and provided no Event of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid andDefault has occurred and is continuing, in the case of LIBO Rate Loansany event of the type described in either clause (a) or (b) of the definition of the term “Prepayment Event”, such prepayment shall not be required to the specific Borrowing extent Borrower reinvests the Net Cash Proceeds of such Prepayment Event, in assets of a kind then used or Borrowings pursuant usable in the business of Borrower and in which Agent has a first-priority perfected Lien within ninety (90) days (with respect to which clause (a)) and one hundred eighty (180) days (with respect to clause (b)) after the date of such LIBO Rate Loans were madeDisposition or enters into a binding commitment thereof within such period and subsequently makes such reinvestment, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on until such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to reinvestment such Net Cash Proceeds are deposited into a Borrowing shall be applied pro rata among such Loans. In the absence of Controlled Account over which Agent has 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 discretionfirst-priority perfected Lien. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. Subject to earlier repayment required hereunder, including under Section 19 hereof, the Borrower shall repay the Loan, and interest thereon at the Interest Rate calculated as aforesaid, as follows: (a) commencing on the fifteenth day of the calendar month that follows the month in which the Advance is made and continuing for eighty-three (83) months, the Borrower shall pay blended monthly payments of principal and interest at the Interest Rate calculated as aforesaid, based on a twelve (12) year amortization and payment schedule set out in the attached Schedule “B”; and (b) the Borrower shall pay the balance of the outstanding principal amount of the Loan plus accrued and unpaid interest thereon at the Interest Rate as aforesaid, and any other amounts owing hereunder or pursuant to the provisions of any other Loan Document, on the Maturity Date. The Loan is non-revolving. Any amounts repaid may not be reborrowed. If on any date Change in Law or in the RL Exposure exceeds interpretation or application thereof by any court or by any Governmental Authority charged with the Total Revolving administration thereof, makes it unlawful or prohibited for the Lender to make or to fund the Loan Commitment or any portion thereof or to perform any of its obligations under this Agreement, the Lender may, by giving ten (10) days advance written notice to the Borrower (unless the provision of the Applicable Law requires earlier prepayment in which case the notice period shall be such shorter period as then required to comply with the Applicable Law), terminate its obligations under this Agreement and in effectsuch event, the Borrower shall prepay on the first Business Day after Indebtedness forthwith (or at the end of such date period as the principal of Swingline Loans andLender in its discretion agrees), after without notice or penalty, together with all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, in an amount equal to such excess. If, after giving effect accrued but unpaid interest and fees as may be applicable to the prepayment date of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay payment. Notwithstanding anything herein to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Cash Equivalents equal contrary and in addition to the amount of such excess (up to a maximum amount equal foregoing mandatory payments, unless the Lender otherwise provides its prior written consent to the Letter of Credit Outstandings at such time)Borrower, such cash and/or Cash Equivalents to which consent will not be held as security for all obligations of the Borrower hereunder in the Cash Collateral Account. (b) On each Clean-up Dateunreasonably withheld, the Borrower shall prepay in full all Revolving Loans outstanding on such date. (c) With respect to each repayment of Loans required by this Section 5.02conditioned or delayed, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the aboveOperating Lender Inter-Creditor Agreement, make 100% of the cash proceeds (net of transaction costs, expenses and Taxes) of any property or business interruption insurance (excluding, for greater certainty, such designation insurance proceeds of any Obligor not in its sole discretion. (dexcess of $250,000, individually or in the aggregate with all such other proceeds during any Fiscal Year of the Borrower) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid paid to the Lender within one hundred and eighty (180) days following receipt thereof by Obligor as a repayment of principal Indebtedness, unless such amount in full on excess of $250,000 is used by the Maturity Date for applicable Obligor to repair the damaged asset or acquire a replacement asset within one hundred and eighty (180) days of the date of such Loansreceipt of such insurance proceeds.

Mandatory Repayments. Subject to and in accordance with the terms of the Intercreditor Agreement: (ai) If on The Borrowers shall promptly (not to exceed three Business Days) cause the Net Proceeds attributable to any date Asset Disposition or Casualty Event to be applied to the RL Exposure exceeds repayment of the Total Revolving Loan Commitment as then in effect, Obligations; provided that if the Borrower Representative shall, prior to the date of the required prepayment, deliver to the Agent a certificate of a Responsible Officer of the Borrower to the effect that the Borrowers intend to cause the Net Proceeds attributable to a Casualty Event (or a portion of such Net Proceeds specified in such certificate) to be applied within 60 days after receipt of such Net Proceeds to repair, restore or replace the Property lost due to or damaged by such Casualty Event then, as long as no Default or Event of Default is outstanding at any time during the reinvestment period, no prepayment shall prepay on be required pursuant to this paragraph in respect of such Net Proceeds (or the first Business Day after portion of such date Net Proceeds specified in such certificate, if applicable) except to the principal extent that any such Net Proceeds has not been so applied by the end of Swingline Loans andsuch period, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstandingthe Borrower Representative decides to not so reinvest, Revolving Loans, in each case, at which time a prepayment shall be required in an amount equal to such excess. Net Proceeds that has not been so applied. (ii) Following any Credit Party’s receipt of payments received other than in the Ordinary Course of Business (which shall include, without limitation, litigation settlements, change orders, insurance proceeds and contract retainage releases), proceeds or claim or settlement recoveries received in connection with the Legacy Projects (the “Extraordinary Project Proceeds”), the Borrowers shall promptly (and in any event on the same Business Day) cause 100% of such Extraordinary Project Proceeds to be applied to the repayment of the Obligations. (iii) If, after giving effect on the last Business Day of every second week commencing on the date that is two weeks following the Closing Date, (i) there are outstanding Loans and (ii) the Credit Parties have Excess Cash as of the end of such Business Day, the Borrowers shall, within two (2) Business Days, prepay such Loans, which prepayment shall be in an amount equal to the prepayment lesser of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Cash Equivalents equal to (A) the amount of such excess Excess Cash and (up to a maximum B) the amount equal of such outstanding Loans; provided that if the date of such prepayment falls on the last Business Day of any fiscal quarter, then required date for such prepayment shall be moved 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 hereunder in the Cash Collateral Accountnext succeeding Business Day. (biv) On each Clean-up DateFollowing the incurrence of any Debt (other than Permitted Debt) by any Credit Party or any Subsidiary, the Borrower Borrowers shall prepay promptly (and in full all Revolving Loans outstanding any event on the same Business Day) cause 100% of the gross proceeds received in respect of such date. (c) With respect Debt to each be applied to the repayment of Loans required by the Obligations. Nothing in this Section 5.02paragraph is intended to permit any Credit Party or Subsidiary to incur Debt other than Permitted Debt, the Borrower may designate the Types and any such incurrence of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing Debt shall be applied pro rata among such Loans. In the absence a violation of Section 5.1, a designation by the Borrower as described breach of this Agreement, and result in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionan immediate Event of Default. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (ai) If on any date To the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectextent not previously paid, the then outstanding Term Loan and all other Obligations shall be due and payable on the Maturity Date, together with all accrued and unpaid interest on such Obligations to be paid to and including the date of payment and any Make Whole Premium and other Obligations. Presto Credit Agreement 28 (ii) Upon receipt by Borrower of the proceeds of any Prepayment Event, Borrower shall prepay on the first Business Day after such date the make a prepayment of principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, the Term Loan 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 100% of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Net Cash Equivalents equal to the amount Proceeds of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)Prepayment Event, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower hereunder in the Cash Collateral Account. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding together with any accrued interest on such date. (camount and any Make Whole Premium payable pursuant to Section 2.1(e) With respect to each repayment in connection therewith. Notwithstanding the foregoing and provided no Event of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid andDefault has occurred and is continuing, in the case of LIBO Rate Loansany event of the type described in either clause (a) or (b) of the definition of the term “Prepayment Event”, such prepayment shall not be required to the specific Borrowing extent Borrower reinvests the Net Cash Proceeds of such Prepayment Event, in assets of a kind then used or Borrowings pursuant usable in the business of Borrower and in which Agent has a first-priority perfected Lien within ninety (90) days (with respect to which clause (a)) and one hundred eighty (180) days (with respect to clause (b)) after the date of such LIBO Rate Loans were madeDisposition or enters into a binding commitment thereof within such period and subsequently makes such reinvestment, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on until such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to reinvestment such Net Cash Proceeds are deposited into a Borrowing shall be applied pro rata among such Loans. In the absence of Controlled Account over which Agent has 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 discretionfirst-priority perfected Lien. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (a) If on any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effect, the The Borrower shall prepay on the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid repay in full or if no Swingline Loans are outstanding, Revolving all outstanding Term Loans, in each casecase if the Delta Escrow Release Date has not therefore occurred, 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office (1) on the first Business Day after such Delta Acquisition Deadline, (2) one Business Day after Parent notifies the Escrow Agent in writing that (a) Parent has determined that the Delta Acquisition will not be consummated on or before the Delta Acquisition Deadline or (b) the date an amount of cash and/or Cash Equivalents equal the termination of the Delta Acquisition Agreement by the Parent or with the written consent of the Parent, in each case prior to the amount closing of the Delta Acquisition or (3) on the Business Day that the Delta Acquisition has closed without the use of the Term Loans (each such excess event referred to in clause (up to a maximum amount equal to the Letter of Credit Outstandings at such time1), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower hereunder in the Cash Collateral Account(2) or (3) above, a “Delta Special Mandatory Prepayment Event”). (b) On The amount of each Clean-up Dateprincipal repayment of Term Loans made as required by Section 5.02(d), shall, subject to the Borrower shall prepay provisions of the following clause (c), be applied to the Term Loans on a pro rata basis in full all Revolving Loans accordance with the relevant outstanding on such dateprincipal amounts thereof. (c) With respect to each partial repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans which are to be repaid and, in the case of LIBO Rate LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate LIBOR Loans were made, ; provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term 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 discretiondiscretion with a view, but not an obligation, to minimize breakage cost owing under Section 2.11. (d) In addition The Borrower shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to any other mandatory repayments be made pursuant to this Section 5.025.02(d), all then outstanding at least one (1) Business Day prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide a reasonably detailed calculation of the amount of such repayment. The Administrative Agent will promptly notify each Lender holding Term Loans shall be repaid in full on of the Maturity Date for contents of the Borrower’s repayment notice and of such LoansLender’s pro rata share of any repayment.

Mandatory Repayments. (a) If Subject to Section 4.13, if on any date on which a Borrowing Base Certificate is delivered pursuant to Section 7.2(c), the RL Exposure aggregate outstanding principal amount of the Revolving Credit Loans exceeds the Total Revolving Loan Commitment as then in effectBorrowing Base, the Borrower shall prepay on repay the first Business Day after such date the principal of Swingline Revolving Credit Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to no later than the Letter Business Day immediately following the date of Credit Outstandings at delivery of such timeBorrowing Base Certificate. For purposes of this Section 4.5(a), such cash and/or Cash Equivalents to be held as security for all obligations in the event that the assets of Beckxx xxxluded in the calculation of the Borrower hereunder in Borrowing Base exceed the Cash Collateral AccountBeckxx Xxxercorporate Indebtedness, the Borrowing Base will be reduced by an amount equivalent to such excess. (b) On each Clean-up DateSubject to Section 4.13, if on any date the aggregate outstanding principal amount of the Revolving Credit Loans exceeds the Revolving Credit Commitments, the Borrower shall immediately repay the Revolving Credit Loans in an amount equal the amount of such excess. (c) Unless the Required Lenders otherwise agree, the Borrower shall prepay the Revolving Credit Loans and reduce the Revolving Credit Commitments in full all Revolving Loans outstanding on such date. an amount equal to (ci) With respect to each repayment provided that there has not occurred a Default or an Event of Loans required by this Section 5.02Default, the Borrower may designate the Types of Loans which are to be repaid 50% and, otherwise, 100% of the Net Proceeds of any sale or issuance of debt securities, and 50% of the Net Proceeds of any sale or issuance of any equity securities, in either case by any Loan Party, whether in a public offering, a private placement or otherwise, (ii) 100% of the Net Proceeds of any sale, lease, assignment, exchange or other disposition for cash of any asset or group of assets not made in the ordinary course of business by any Loan Party, (iii) 100% of the Net Proceeds of any insurance proceeds paid as a result of any destruction, casualty or taking of any property of any Loan Party; in any such case no later than 3 Business Days following receipt by such Loan Party of LIBO Rate Loanssuch proceeds, together with accrued interest to such date on the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were madeamount prepaid; provided, provided however, that (i) repayments of LIBO Rate Loans no such prepayment shall be required pursuant to subclause (ii) or (iii) of this Section 5.02 may only be made on 4.5(c) unless the last day aggregate amount of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date Net Proceeds received and the reduction of required repayment and all Base Rate Loans have been paid in full; the Revolving Credit Commitments pursuant to Section 4.5(c)(ii) is at least $100,000 and (ii) each repayment of any Loans made no such prepayment shall be required pursuant to subclause (iii) of this Section 4.5(c) if the Agent consents to the Loan Party in question utilizing the insurance proceeds to replace or repair the property in question, which consent will not be unreasonably withheld provided that there has not occurred a Borrowing Default or Event of Default, that the proceeds are sufficient to complete the repair or replacement of the property in question and that the event or circumstance giving rise to the insurance proceeds has not resulted in a Material Adverse Effect which will continue to exist after the repair or replacement. Nothing in this Section 4.5(c) shall be applied pro rata among such Loans. In construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the absence of a designation by the Borrower as types described in this Section 4.5(c), including without limitation the preceding sentencerestrictions set forth in Sections 8.2, the Administrative Agent shall, subject to the above, make such designation in its sole discretion8.5 and 8.6 hereof. (d) In addition to any other mandatory repayments pursuant to Notwithstanding the provisions of paragraphs (a) and (b) of this Section 5.02and subject to Section 4.1(c), the Lenders may, in their sole and absolute discretion and without waiver of any right hereunder, permit the amount of the Revolving Credit Loans to exceed the Borrowing Base for such time and upon such terms and conditions as they may determine. (e) The Borrower shall repay the Revolving Credit Loans and all then outstanding Loans shall be repaid in full other Obligations on the Maturity Date for such LoansTermination Date.

Mandatory Repayments. (a) If on any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectAll interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall prepay on be due and payable in full, without notice or demand (including either (i) providing cash collateral to be held by the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, Agent 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 102.0% of the Letter of Credit Outstandings exceeds Usage, or (ii) causing the Total Revolving Loan Commitment as then in effect, the Borrower agrees original Letters of Credit to pay be returned to the Administrative Agent at the appropriate Payment Office Agent), on the first Business Day after 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 hereunder in the Cash Collateral AccountMaturity Date. (b) On In the event that, as of the date of such determination, the sum of the then outstanding Revolving Credit Facility Usage and the Letter of Credit Usage exceeds the then extant amount of the Revolving Commitments, then, and in each Clean-up Datesuch event, promptly upon obtaining notice of such excess (and in any event within fifteen (15) Business Days of obtaining such notice) the Borrower shall prepay in full all repay such amount or cash collateralize Letters of Credit as shall be necessary so that the outstanding Revolving Loans outstanding on such dateCredit Facility Usage and the Letter of Credit Usage does not exceed the then extant amount of the Revolving Commitments. (c) With In the event and on each occasion that any Net Proceeds are received by the Parent or any Subsidiary in respect to each repayment of Loans required by this Section 5.02any Prepayment Event, the Borrower may designate shall on the Types of Loans which day such Net Proceeds are to be repaid andreceived (or, in the case of LIBO Rate Loansa Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event,” within five (5) Business Days after such Net Proceeds are received) by the Parent or such Subsidiary, prepay Term Loans in an amount equal to 100% of such Net Proceeds; provided that, in the specific Borrowing case of any event described in clause (a) or Borrowings pursuant (b) of the definition of the term “Prepayment Event,” the Parent or any Subsidiary may cause the Net Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt by the Parent or such Subsidiary of such Net Proceeds in the business of the Parent and its Subsidiaries (including to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder), in which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans case no prepayment shall be required pursuant to this Section 5.02 may only be made on paragraph in respect of the last day Net Proceeds from such event (or such portion of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (iiNet Proceeds so invested) each repayment except to the extent of any Loans made pursuant such Net Proceeds that have not been so invested by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Parent or one or more Subsidiaries shall have entered into an agreement or binding commitment to invest such Net Proceeds), at which time a Borrowing prepayment shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described required in the preceding sentence, the Administrative Agent shall, subject an amount equal to the above, make such designation in its sole discretionNet Proceeds that have not been so invested. (d) In addition to any other mandatory repayments All prepayments of the Term Loans made pursuant to this Section 5.02, all then outstanding Loans 2.8 shall be repaid in full on (i) prior to the Maturity Date for Date, so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the Term Loans in direct order of maturity thereof and (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(d)(i). (e) All prepayments of the Revolving Loans made pursuant to this Section 2.8 shall (i) prior to the Maturity Date, so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the 56 Revolving Advances until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(d)(i), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to any Revolving Advances pursuant to Section 2.8(e)(i) above, be applied, first, ratably to any Revolving Advances that are Base Rate Loans, until paid in full, and, second, ratably to any Revolving Advances that are Term SOFR Loans, until paid in full.

Mandatory Repayments. (a) If On any day on any date which the RL Exposure aggregate outstanding principal amount of all Loans exceeds the Total Revolving Loan Commitment as then in effect, including, but not limited to, any day on which the Commitment is reduced pursuant to Section 2.03, the Borrower shall prepay on the first Business Day after such date repay the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, in an amount equal to such excess. If, after giving effect excess plus any amounts required pursuant to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 hereunder in the Cash Collateral AccountSection 1.10. (b) On each Clean-up DateIn addition to any other mandatory repayments required pursuant to this Section 3.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Mortgaged Vessel or an Acceptable Replacement Vessel (other than a Collateral Disposition constituting an Event of Loss or a Collateral Disposition in connection with a Vessel Exchange) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel or an Acceptable Replacement Vessel and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall prepay in full be required to (x) provide an Acceptable Replacement Vessel as Collateral pursuant to a Vessel Exchange or (y) permanently reduce the Facility Amount by an amount equal to the then Total Commitment, multiplied by a fraction, the numerator of which is the most recent Appraised Value of the Mortgaged Vessel or Acceptable Replacement Vessel, as the case may be, subject to such Collateral Disposition or Event of Loss, and the denominator of which is the aggregate of the most recent Appraised Value of all Revolving Loans outstanding on such dateMortgaged Vessels and all Acceptable Replacement Vessels. (c) With respect to each repayment of Loans required by this Section 5.023.02(a), the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were mademade that are to be repaid, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been shall be paid in full; full prior to the payment of any other Loans and (ii) each repayment of any Loans made pursuant to comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the abovepreceding provisions of this clause (c), make such designation in its sole discretionreasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 1.10. (d) In addition Notwithstanding anything to any other mandatory repayments pursuant to the contrary contained elsewhere in this Section 5.02Agreement, all then outstanding Loans shall be repaid in full on the Maturity Date for such LoansDate.

Mandatory Repayments. The Borrower shall be required to repay in the amounts set forth in this Section 3.3 the outstanding principal balance of the Loan (any such repayment, a “Mandatory Repayment”): (a) If on Upon the incurrence of any date Debt incurred by the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectBorrower or any Subsidiary not permitted under Section 9.1, the Borrower shall prepay on repay the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, Loan 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of net cash and/or Cash Equivalents equal to the amount proceeds 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 hereunder in the Cash Collateral AccountDebt. (b) On each Clean-up DatePromptly upon, and in any event within five (5) days after the Borrower or any Subsidiary receives net cash proceeds (as hereafter defined) from the issuance or sale of any debt, equity or hybrid securities, the Borrower shall prepay repay the Loan in full all Revolving Loans outstanding on the amount equal to fifteen percent (15%) of such datenet cash proceeds received. (c) With respect to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that Concurrently with (i) repayments the sale or other disposition of LIBO Rate Loans pursuant all or any portion of the Property or other property subject to this Section 5.02 may only be made on the last day Mortgage, Borrower shall repay the Loan in an amount equal to 100% of an Interest Period applicable thereto unless the net proceeds (as hereinafter defined) received from the sale or other disposition of all or any portion of such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in fullProperty or property; and (ii) each repayment the receipt of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower Proceeds (as described defined in the preceding sentenceUniform Commercial Code), including any insurance and condemnation awards or otherwise, arising out of the Administrative Agent shall, Property or other property subject to the aboveMortgage, make Borrower shall repay the Loan in an amount equal to 100% of the net proceeds thereof received. As used herein, “net proceeds” means, as of the date of determination, any proceeds net of legal, accounting and other expenses directly related to any such designation in its sole discretionsale or other disposition of the Property or property or the event giving rise to such Proceeds. (d) In addition Promptly following the execution of this Agreement, Borrower shall file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing that the Borrower has entered into this Agreement and providing the terms thereof, along with a description of the other agreements that the Borrower has executed contemporaneously with this Agreement and such other matters as the Borrower determines should be publicly disclosed (the “Form 8-K”). After a reasonable period of time has elapsed after the filing of the Form 8-K, with the duration of such period of time to any other mandatory repayments be determined based on the reasonable judgement of the Borrower, but no later than three Business Days after the filing of the Form 8-K, Borrower shall, pursuant to the At Market Issuance Sales Agreement dated September 19, 2022, by and among Borrower, X. Xxxxx Securities, Inc. (“X. Xxxxx”) and Northland Securities, Inc., as amended by Amendment No. 1 thereto, dated as of October 3, 2022 (as amended, the “ATM Agreement”), (x) sell to X. Xxxxx on a principal basis (as such term is used in the ATM Agreement) Placement Shares (as defined in the ATM Agreement) in the aggregate amount of $1,000,000 to be sold at $0.75 per share pursuant to a Placement Notice (as defined in the ATM Agreement) expressly stating such sale is on a principal basis and (y) sell to Atlas Holdings LLC (or one of its affiliates) through X. Xxxxx acting in its capacity as sales agent additional Placement Shares in the aggregate amount of $1,000,000. Immediately upon receipt of the proceeds of the aforementioned sales of Placement Shares under the ATM Agreement in an aggregate amount of $2,000,000 made within three Business Days after the Effective Date, Borrower shall repay the Loan in an amount equal to 100% of the net cash proceeds received from such sale or sales under the ATM Agreement, it being understood that this repayment of 100% of the net cash proceeds from sales under the ATM Agreement is a one-time obligation and no such repayment will be required in connection with any later sales of common stock under the ATM Agreement, except pursuant to Section 3.3(b) hereof. The failure of Atlas Holdings LLC (or one of its affiliates) to acquire $1,000,000 in Placement Shares sold through X. Xxxxx under (y) above shall constitute an event of default of Borrower. Amounts applied to repay the Loan under this Section 5.02, all then outstanding Loans 3.3 shall be repaid applied to the Scheduled Amortization Amounts set forth in full on Section 3.1 in inverse order of maturity thereof until paid in full. No prepaid amount may be reborrowed.” (e) Section 7 (Representations and Warranties) of the Maturity Date for such Loans.Note is hereby amended as follows: (i) Section 7.8 (Anti-Corruption Laws and Sanctions) of the Note is hereby amended and restated as follows:

Mandatory Repayments. (a) If on any date In no event later than (i) seven (7) days after receipt or (ii) in the RL Exposure exceeds the Total Revolving Loan Commitment case of net cash proceeds received from Casualty Events not committed or reinvested as then provided in effectclause (D) below or Net Cash Sale Proceeds from Material Asset Sales permitted to be applied as provided in clause (II) below and not so applied, the Borrower 181st day following receipt, by any of the Hasbro Companies of: (A) Net Cash Sale Proceeds from Material Asset Sales; (B) if an Event of Default has occurred and is continuing, Net Cash Equity Issuance Proceeds from Equity Issuances by any of the Restricted Subsidiaries and Significant Subsidiaries; (C) net cash proceeds received by (A) the Company in connection with its issuance of any long term unsecured Indebtedness having a maturity after the Final Maturity Date (other than purchase money Indebtedness and Refinancing Indebtedness) or (B) any Operating Subsidiary of the Company in connection with its issuance of any Indebtedness permitted by section 10.1(c); and (D) if an Event of Default has occurred and is continuing, net cash proceeds received from Casualty Events by any of the Hasbro Companies which have not been committed (as evidenced by a binding written contract) by such Person prior to or within one hundred eighty (180) days of receipt of such proceeds to the repair or replacement of the property so damaged, destroyed or taken, or, if so committed, such repair or replacement of the property so damaged, destroyed or taken shall prepay on have not commenced prior to or within one hundred eighty (180) days of receipt of such proceeds pursuant to such binding written contract, the first Business Day Company shall pay or (solely in the case of Hasbro SA Loans) shall cause Hasbro SA to pay to the Agent for the respective accounts of the Banks an amount equal to (x) (1) fifty percent (50%) of such Net Cash Sale Proceeds from Material Asset Sales, plus any additional portion of such Net Cash Sale Proceeds to the extent and when required by clause (II) of the next sentence, and (2) one hundred percent (100%) of such net cash proceeds from Equity Issuances, issuances of Indebtedness or Casualty Events, or (y) if less, (1) the then outstanding principal amount of the Loans and the Unpaid Reimbursement Obligations and (2) if an Event of Default has occurred and is continuing, the Maximum Drawing Amount of Letters of Credit then outstanding to be held by the Agent as cash collateral to secure all Reimbursement Obligations, to be applied in the manner set forth in section 2.11. Notwithstanding the foregoing, (I) no such payment shall be required unless, until and only to the extent that such Material Asset Sales, Equity Issuances, issuances of Indebtedness or Casualty Events result in net cash proceeds that otherwise would be required to be so applied equal to (x) $5,000,000 or more in any period of thirty (30) consecutive days or (y) $15,000,000 in any fiscal year of the Company, and (II) all or any portion of the fifty percent (50%) of the Net Cash Sale Proceeds from any Material Asset Sale remaining after the initial application of such date Net Cash Sale Proceeds in accordance with the principal preceding sentence of Swingline Loans andthis section 2.10(a) may be applied to repay, after all Swingline Loans have been repaid in full redeem or repurchase any other Indebtedness within one hundred eighty (180) days of receipt of such proceeds, and if no Swingline Loans are outstandingany portion of such remaining amount of such Net Cash Sale Proceeds is not so applied, Revolving Loans, in each case, in an amount equal to such excess. If, after giving effect portion shall be required to be applied to make payment under this section 2.10 on the prepayment 181st day following receipt of all outstanding Swingline Loans and Revolving Loans, such Net Cash Sale Proceeds. (b) If at any time the aggregate amount of the Letter of Credit Outstandings Utilization exceeds the Total Revolving Loan Commitment (as reduced pursuant to section 2.3), then the Company shall immediately pay or (solely in effect, the Borrower agrees case of Hasbro SA Loans) shall cause Hasbro SA to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 Agent for the respective account of Credit Outstandings at such time), such cash and/or Cash Equivalents the Banks to be held as security for all obligations of the Borrower hereunder applied in the Cash Collateral Account. (b) On each Clean-up Date, the Borrower shall prepay manner set forth in full all Revolving Loans outstanding on such datesection 2.11. (c) With respect Hasbro SA shall have no liability to each repayment of prepay any Loans required by this Section 5.02, to the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans Company pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such 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 discretionsection 2.10. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (1) The Borrower shall, and shall ensure that each other Credit Party shall, first reduce the Commitments and, if no Commitments remain outstanding, prepay Advances in the following amounts and at the following times: (a) If on the amount of all Disposal Proceeds, within five Business Days of receipt; and (b) the amount of all Insurance Proceeds, within five Business Days of receipt and provided that if any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectExcluded Insurance Proceeds cease, the Borrower shall prepay on the first Business Day after such date the principal of Swingline Loans andat any time, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstandingto constitute Excluded Insurance Proceeds, Revolving Loans, in each case, in an amount equal to such excess. If, after giving effect to the Excluded Insurance Proceeds shall immediately be applied in prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount Advances. (2) Where Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the definition of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effectExcluded Insurance Proceeds), the Borrower agrees shall ensure that those amounts are not used for any other purpose and, if requested to pay do so by the Administrative Agent, shall promptly deliver a certificate to the Administrative Agent at the appropriate Payment Office on time of application and at the first Business Day after end of such date an period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the definition of cash and/or Cash Equivalents equal Excluded Insurance Proceeds. (3) In the event that a Change of Control occurs, each of the Commitments shall immediately be reduced to zero and the Borrower shall immediately prepay all Advances, together with all accrued and unpaid interest, all Fees then due and payable and all other amounts which may then be due and payable under any other provision hereof. (4) The Credit Facility and the Commitments, if any, shall be permanently reduced by any and all amounts required to be prepaid pursuant to the amount provisions hereof. Each Lender’s Commitment, if any, shall be reduced by its rateable share of such excess the Commitment. (up 5) Each payment and each cancellation under any Credit Facility pursuant to a maximum this Section 2.5 shall first reduce the Commitments (respectively), if any, across Facility A and Facility B rateably (and each Lender’s Commitment rateably) and then be used to prepay the Advances across Facility A and Facility B rateably. (6) Subject to Section 6.2(k), simultaneously with any cancellation and/or prepayment of Facility B under any provision of this Agreement, the Borrower shall pay to the Administrative Agent (for the account of the Lenders) an 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 hereunder in the Cash Collateral AccountPrepayment Fee. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding on such date. (c) With respect to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such 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. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (1) The Borrower shall, and shall ensure that each other Credit Party shall, first reduce the Commitments and, if no Commitments remain outstanding, prepay Advances in the following amounts and at the following times: (a) If on the amount of all Disposal Proceeds, immediately upon receipt; (b) the amount of all Insurance Proceeds, immediately upon receipt and provided that if any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectExcluded Insurance Proceeds cease, the Borrower shall prepay on the first Business Day after such date the principal of Swingline Loans andat any time, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstandingto constitute Excluded Insurance Proceeds, Revolving Loans, in each case, in an amount equal to such excess. If, after giving effect to the Excluded Insurance Proceeds shall immediately be applied in prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate Advances; (c) the amount of all proceeds of any Indebtedness incurred by any Credit Party, immediately upon receipt; and (d) the Letter amount of all proceeds from the issuance of any securities by any Credit Outstandings exceeds Party, immediately upon receipt. (2) Where Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the Total Revolving Loan Commitment as then in effectdefinition of Excluded Insurance Proceeds), the Borrower agrees shall ensure that those amounts are not used for any other purpose and, if requested to pay do so by the Administrative Agent, shall promptly deliver a certificate to the Administrative Agent at the appropriate Payment Office on time of application and at the first Business Day after end of such date an period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the definition of cash and/or Cash Equivalents equal Excluded Insurance Proceeds. (3) In the event that a Change of Control occurs, each of the Commitments shall immediately be reduced to zero and the Borrower shall immediately prepay all Advances, together with all accrued and unpaid interest, all Fees then due and payable (including, without limitation, the Prepayment Fee) and all other amounts which may then be due and payable under any other provision hereof. (4) The Credit Facility and the Commitments, if any, shall be permanently reduced by any and all amounts required to be prepaid pursuant to the amount provisions hereof. Each Lender’s Commitment, if any, shall be reduced by its rateable share of such excess the Commitment. (up 5) Each payment and each cancellation under any Credit Facility pursuant to a maximum this Section 2.5 shall first reduce the Commitments (respectively), if any, across Facility A and Facility B rateably (and each Lender’s Commitment rateably) and then be used to prepay the Advances across Facility A and Facility B rateably. (6) Simultaneously with any cancellation and/or prepayment of Facility B under any provision of this Agreement, the Borrower shall pay to the Administrative Agent (for the account of the Lenders) an 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 hereunder in the Cash Collateral AccountPrepayment Fee. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding on such date. (c) With respect to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such 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. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.

Mandatory Repayments. (a) If on In addition to any date the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectother mandatory repayments pursuant to this Section 4.02, the Borrower shall prepay be required to repay the Loans in full on the first Business Day after such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, 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 Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after 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 hereunder in the Cash Collateral AccountMaturity Date. (b) On each Clean-up DateUpon the occurrence of a default under Section 8.09, the Borrower shall prepay be required to repay the Loans in full all Revolving an amount required to cure such default, provided that it is understood and agreed that the requirement to repay Loans outstanding on such dateunder this Section 4.02(b) shall not be deemed to be a waiver of any other right or remedy that any Lender may have as a result of an Event of Default under Section 8.09. (c) With respect In addition to each repayment of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBO Rate Loans were made, provided that (i) any other mandatory repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made 4.02, but without duplication, on (i) the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on such Business Day following the date of required repayment and all Base Rate Loans have been paid in full; a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) each repayment the earlier of any Loans made pursuant to (A) the date which is 180 days following a Borrowing shall be applied pro rata among such Loans. In Collateral Disposition constituting an Event of Loss involving the absence Mortgaged Vessel and (B) the date of a designation receipt by the Borrower as described in the preceding sentenceBorrower, any of its Subsidiaries or the Administrative Agent shallof the insurance proceeds relating to such Event of Loss, subject the Borrower shall be required to repay the above, make such designation Loans in its sole discretionfull. (d) In addition to any other mandatory repayments pursuant to this Section 5.024.02, all then outstanding on each date on or after the Borrowing Date upon which the Parent or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests, the Borrower shall be required to repay an aggregate principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from such capital contribution or issuance of Equity Interests on such date or cash proceeds from such sale net of transaction costs, taxes and payment of Indebtedness required in connection with such sale. (e) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Borrowing Date upon which the Parent or any of its Subsidiaries receives any cash proceeds from the sale of any of the Vessels, the Borrower shall be required to repay an aggregate principal amount of the Loans in an amount equal to 100% of the cash proceeds from the sale of such Vessels on such date net of transaction costs and taxes and to the extent such cash proceeds are not otherwise required to be used to prepay Indebtedness under and as defined in the 2008 Credit Agreement and/or the 2010 Credit Agreement. (f) All prepayments of the Loans shall be applied pro rata to the outstanding Loans of each Lender. (g) The Loans, once repaid in full on the Maturity Date for such Loanspursuant to Section 4.01 and this Section 4.02, may not be reborrowed.

Mandatory Repayments. (ai) If on any date To the RL Exposure exceeds the Total Revolving Loan Commitment as then in effectextent not previously paid, the then outstanding Term Loan and all other Obligations shall be due and payable on the Maturity Date, together with all accrued and unpaid interest on such Obligations to be paid to and including the date of payment and any Make Whole Premium and other Obligations. (ii) Upon receipt by Borrower of the proceeds of any Prepayment Event, Borrower shall prepay on the first Business Day after such date the make a prepayment of principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in each case, the Term Loan 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 100% of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the appropriate Payment Office on the first Business Day after such date an amount of cash and/or Net Cash Equivalents equal to the amount Proceeds of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)Prepayment Event, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower hereunder in the Cash Collateral Account. (b) On each Clean-up Date, the Borrower shall prepay in full all Revolving Loans outstanding together with any accrued interest on such date. (camount and any Make Whole Premium payable pursuant to Section 2.1(e) With respect to each repayment in connection therewith. Notwithstanding the foregoing and provided no Event of Loans required by this Section 5.02, the Borrower may designate the Types of Loans which are to be repaid andDefault has occurred and is continuing, in the case of LIBO Rate Loansany event of the type described in either clause (a) or (b) of the definition of the term “Prepayment Event”, such prepayment shall not be required to the specific Borrowing extent Borrower reinvests the Net Cash Proceeds of such Prepayment Event, in assets of a kind then used or Borrowings pursuant usable in the business of Borrower and in which Agent has a first-priority perfected Lien within ninety (90) days (with respect to which clause (a)) and one hundred eighty (180) days (with respect to clause (b)) after the date of such LIBO Rate Loans were madeDisposition or enters into a binding commitment thereof within such period and subsequently makes such reinvestment, provided that (i) repayments of LIBO Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Loans with Interest Periods ending on until such date of required repayment and all Base Rate Loans have been paid in full; and (ii) each repayment of any Loans made pursuant to reinvestment such Net Cash Proceeds are deposited into a Borrowing shall be applied pro rata among such LoansControlled Account over which Agent has a first-priority perfected Lien. 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. (d) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Loans shall be repaid in full on the Maturity Date for such Loans.​