Common use of Term Notes; Principal Repayment Terms Clause in Contracts

Term Notes; Principal Repayment Terms. The obligation of the US Borrower to repay the unpaid principal amount of the Term Loan made to it by each Bank, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of such Bank in a face amount equal to the Term Loan Commitment of such Bank. The Term Loan principal shall be paid in four (4) installments of Six Million Two Hundred Fifty Thousand and 00/100 Dollars ($6,250,000.00) on July 1, 2020, October 1, 2020, January 1, 2021 and April 1, 2021, in each case, plus accrued interest as provided in Section 2.04, with the final installment of the remaining principal balance of Ten Million and 00/100 Dollars ($10,000,000.00) (or such lesser principal amount if any prepayment of the Term Loans has occurred in accordance with the terms and provisions set forth below) and accrued and unpaid interest due and payable on the Term Loan Maturity Date, without notice, presentment or demand of any kind. Subject to the provisions of this Section 2.01A(d), the US Borrower shall have the right, at its option, from time to time, to prepay the Term Loan, in whole or in part, on any date prior to the Term Loan Maturity Date without prepayment penalty or premium thereon; provided, however, the US Borrower shall give the Agent prior written notice of the US Borrower's intention to make such prepayment at least three (3) Government Securities Business Days prior to the date of such prepayment in the case of prepayment of any Term SOFR Loan, and at least one (1) Business Day prior to the date of such prepayment in the case of any Base Rate Loan and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment (which prepayment shall be in an amount greater than or equal to One Million and 00/100 Dollars ($1,000,000.00) and increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess of such amount (unless, as applicable, either the outstanding principal amount of the Term Loan or the amount of any applicable principal installment payment is less than such amount); provided, further, the US Borrower shall pay to the Agent for the ratable benefit of the Banks all interest accrued on the amount of the Term Loan to be prepaid to the date of such prepayment and all other fees, costs and charges required to be paid by the US Borrower to the Agent for the ratable benefit of the Banks with respect to such prepayment, including any loss, costs or expenses pursuant to Section 2.12(c). All partial prepayments shall be applied first to the next scheduled installment payment of the Term Loan that is due and payable within ninety (90) days after the proposed date of the applicable prepayment and then to any remaining installments due on the Term Loan in the inverse order of their respective due dates. In addition, to the extent the Term Loan is subject to any Bank-Provided Hedge and as a result of the applicable prepayment hereunder, the US Borrower is required to pay any principal, interest, fees, costs or charges with respect to such Bank-Provided Hedge, the US Borrower shall, to the extent the aggregate amount of all such principal, interest, fees, costs and charges exceeds Ten Million and 00/100 Dollars ($10,000,000.00), pay such required payments, in each case as set forth in any applicable Bank-Provided Hedge. All prepayments made hereunder are payable at 12:00 noon (Pittsburgh, Pennsylvania time) on the scheduled date of prepayment. All such prepayments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future Taxes, except as required by applicable Law. If the US Borrower is compelled by Law to deduct or withhold any such Taxes, then: (i) if such Tax is an Indemnified Tax, the amount to be prepaid by the US Borrower hereunder shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Banks receive an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the US Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law. 270134563

Term Notes; Principal Repayment Terms. The obligation of the US Borrower to repay the unpaid principal amount of the Term Loan made to it by each Bank, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of such Bank in a face amount equal to the Term Loan Commitment of such Bank. The Term Loan principal shall be paid in four (4) installments of Six Million Two Hundred Fifty Thousand and 00/100 Dollars ($6,250,000.00) on July 1, 2020, October 1, 2020, January 1, 2021 and April 1, 2021, in each case, plus accrued interest as provided in Section 2.04, with the final installment of the remaining principal balance of Ten Million and 00/100 Dollars ($10,000,000.00) (or such lesser principal amount if any prepayment of the Term Loans has occurred in accordance with the terms and provisions set forth below) and accrued and unpaid interest due and payable on the Term Loan Maturity Date, without notice, presentment or demand of any kind. Subject to the provisions of this Section 2.01A(d), the US Borrower shall have the right, at its option, from time to time, to prepay the Term Loan, in whole or in part, on 270034751 270134563 any date prior to the Term Loan Maturity Date without prepayment penalty or premium thereon; provided, however, the US Borrower shall give the Agent prior written notice of the US Borrower's intention to make such prepayment at least three (3) Government Securities Business Days prior to the date of such prepayment in the case of prepayment of any Term Eurocurrency RateTerm SOFR LoanLoan denominated in Dollars, and at least one (1) Business Day prior to the date of such prepayment in the case of any Base Rate Loan and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment (which prepayment shall be in an amount greater than or equal to One Million and 00/100 Dollars ($1,000,000.00) and increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess of such amount (unless, as applicable, either the outstanding principal amount of the Term Loan or the amount of any applicable principal installment payment is less than such amount); provided, further, the US Borrower shall pay to the Agent for the ratable benefit of the Banks all interest accrued on the amount of the Term Loan to be prepaid to the date of such prepayment and all other fees, costs and charges required to be paid by the US Borrower to the Agent for the ratable benefit of the Banks with respect to such prepayment, including any loss, costs or expenses pursuant to Section 2.12(c). All partial prepayments shall be applied first to the next scheduled installment payment of the Term Loan that is due and payable within ninety (90) days after the proposed date of the applicable prepayment and then to any remaining installments due on the Term Loan in the inverse order of their respective due dates. In addition, to the extent the Term Loan is subject to any Bank-Provided Hedge and as a result of the applicable prepayment hereunder, the US Borrower is required to pay any principal, interest, fees, costs or charges with respect to such Bank-Provided Hedge, the US Borrower shall, to the extent the aggregate amount of all such principal, interest, fees, costs and charges exceeds Ten Million and 00/100 Dollars ($10,000,000.00), pay such required payments, in each case as set forth in any applicable Bank-Provided Hedge. All prepayments made hereunder are payable at 12:00 noon (Pittsburgh, Pennsylvania time) on the scheduled date of prepayment. All such prepayments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future Taxes, except as required by applicable Law. If the US Borrower is compelled by Law to deduct or withhold any such Taxes, then: (i) if such Tax is an Indemnified Tax, the amount to be prepaid by the US Borrower hereunder shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Banks receive an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the US Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law. 270034751 270134563

Term Notes; Principal Repayment Terms. The obligation of the US Borrower to repay the unpaid principal amount of the Term Loan made to it by each Bank, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of such Bank in a face amount equal to the Term Loan Commitment of such Bank. The Term Loan principal shall be paid in four (4) installments of Six Million Two Hundred Fifty Thousand and 00/100 Dollars ($6,250,000.00) on July 1, 2020, October 1, 2020, January 1, 2021 and April 1, 2021, in each case, plus accrued interest as provided in Section 2.04, with the final installment of the remaining principal balance of Ten Million and 00/100 Dollars ($10,000,000.00) (or such lesser principal amount if any prepayment of the Term Loans has occurred in accordance with the terms and provisions set forth below) and accrued and unpaid interest due and payable on the Term Loan Maturity Date, without notice, presentment or demand of any kind. Subject to the provisions of this Section 2.01A(d), the US Borrower shall have the right, at its option, from time to time, to prepay the Term Loan, in whole or in part, on any date prior to the Term Loan Maturity Date without prepayment penalty or premium thereon; provided, however, the US Borrower shall give the Agent prior written notice of the US Borrower's intention to make such prepayment at least three (3) Government Securities Business Days prior to the date of such prepayment in the case of prepayment of any Term SOFR LoanLiborEurocurrency Rate Loan denominated in Dollars, and at least one (1) Business Day prior to the date of such prepayment in the case of any Base Rate Loan and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment (which prepayment shall be in an amount greater than or equal to One Million and 00/100 Dollars ($1,000,000.00) and increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess of such amount (unless, as applicable, either the outstanding principal amount of the Term Loan or the amount of any applicable principal installment payment is less than such amount); provided, further, the US Borrower shall pay to the Agent for the ratable benefit of the Banks all interest accrued on the amount of the Term Loan to be prepaid to the date of such prepayment and all other fees, costs and charges required to be paid by the US Borrower to the Agent for the ratable benefit of the Banks with respect to such prepayment, including any loss, costs or expenses pursuant to Section 2.12(c). All partial prepayments shall be applied first to the next scheduled installment payment of the Term Loan that is due and payable within ninety (90) days after the proposed date of the applicable prepayment and then to any remaining installments due on the Term Loan in the inverse order of their respective due dates. In addition, to the extent the Term Loan is subject to any Bank-Provided Hedge and as a result of the applicable prepayment hereunder, the US Borrower is required to pay any principal, interest, fees, costs or charges with respect to such Bank-Provided Hedge, the US Borrower shall, to the extent the aggregate amount of all such principal, interest, fees, costs and charges exceeds Ten Million and 00/100 Dollars ($10,000,000.00), pay such required payments, in each case as set forth in any applicable Bank-Provided Hedge. All prepayments made hereunder are payable at 12:00 noon (Pittsburgh, Pennsylvania time) on the scheduled date of prepayment. All such prepayments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future Taxes, except as required by applicable Law. If the US Borrower is compelled by Law to deduct or withhold any such Taxes, then: (i) if such Tax is an Indemnified Tax, the amount to be prepaid by the US Borrower hereunder shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Banks receive an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the US Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law. 270134563264674781 265265096

Term Notes; Principal Repayment Terms. The obligation of the US Borrower to repay the unpaid principal amount of the Term Loan made to it by each Bank, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of such Bank in a face amount equal to the Term Loan Commitment of such Bank. The Term Loan principal shall be paid in four (4) installments of Six Million Two Hundred Fifty Thousand and 00/100 Dollars ($6,250,000.00) on July 1, 2020, October 1, 2020, January 1, 2021 and April 1, 2021, in each case, plus accrued interest as provided in Section 2.04, with the final installment of the remaining principal balance of Ten Million and 00/100 Dollars ($10,000,000.00) (or such lesser principal amount if any prepayment of the Term Loans has occurred in accordance with the terms and provisions set forth below) and accrued and unpaid interest due and payable on the Term Loan Maturity Date, without notice, presentment or demand of any kind. Subject to the provisions of this Section 2.01A(d), the US Borrower shall have the right, at its option, from time to time, to prepay the Term Loan, in whole or in part, on any date prior to the Term Loan Maturity Date without prepayment penalty or premium thereon; provided, however, the US Borrower shall give the Agent prior written notice of the US Borrower's intention to make such prepayment at least three (3) Government Securities Business Days prior to the date of such prepayment in the case of prepayment of any Term SOFR Libor Rate Loan, and at least one (1) Business Day prior to the date of such prepayment in the case of any Base Rate Loan and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment (which prepayment shall be in an amount greater than or equal to One Million and 00/100 Dollars ($1,000,000.00) and increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess of such amount (unless, as applicable, either the outstanding principal amount of the Term Loan or the amount of any applicable principal installment payment is less than such amount); provided, further, the US Borrower shall pay to the Agent for the ratable benefit of the Banks all interest accrued on the amount of the Term Loan to be prepaid to the date of such prepayment and all other fees, costs and charges required to be paid by the US Borrower to the Agent for the ratable benefit of the Banks with respect to such prepayment, including any loss, costs or expenses pursuant to Section 2.12(c). All partial prepayments shall be applied first to the next scheduled installment payment of the Term Loan that is due and payable within ninety (90) days after the proposed date of the applicable prepayment and then to any remaining installments due on the Term Loan in the inverse order of their respective due dates. In addition, to the extent the Term Loan is subject to any Bank-Provided Hedge and as a result of the applicable prepayment hereunder, the US Borrower is required to pay any principal, interest, fees, costs or charges with respect to such Bank-Provided Hedge, the US Borrower shall, to the extent the aggregate amount of all such principal, interest, fees, costs and charges exceeds Ten Million and 00/100 Dollars ($10,000,000.00), pay such required payments, in each case as set forth in any applicable Bank-Provided Hedge. All prepayments made hereunder are payable at 12:00 noon (Pittsburgh, Pennsylvania time) on the scheduled date of prepayment. All such prepayments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future Taxes, except as required by applicable Law. If the US Borrower is compelled by Law to deduct or withhold any such Taxes, then: (i) if such Tax is an Indemnified Tax, the amount to be prepaid by the US Borrower hereunder shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Banks receive an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the US Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law. 270134563.

Term Notes; Principal Repayment Terms. The obligation of the US Borrower to repay the unpaid principal amount of the Term Loan made to it by each Bank, together with interest thereon, shall be evidenced by a Term Note dated the Closing Date payable to the order of such Bank in a face amount equal to the Term Loan Commitment of such Bank. The Term Loan principal shall be paid in four payable as follows: (4i) installments 1.25% of Six Million Two Hundred Fifty Thousand the Term Loan Commitment on July 1, 2016, October 1, 2016, January 1, 2017 and 00/100 Dollars April 1, 2017; ($6,250,000.00ii) 1.875% of the Term Loan Commitment on July 1, 2017, October 1, 2017, January 1, 2018 and April 1, 2018; (iii) 2.50% of the Term Loan Commitment on July 1, 2018, October 1, 2018, January 1, 2019 and April 1, 2019; (iv) 2.50% of the Term Loan Commitment on July 1, 2019, October 1, 2019, January 1, 2020 and April 1, 2020; and (v) 2.50% of the Term Loan Commitment on July 1, 2020, October 1, 2020, January 1, 2021 and April 1, 2021, in each case, plus accrued interest as provided in Section 2.04, with the final installment of the remaining principal balance of Ten Million and 00/100 Dollars ($10,000,000.00) (or such lesser principal amount if any prepayment of the Term Loans has occurred in accordance with the terms and provisions set forth below) and accrued and unpaid interest due and payable on the Term Loan Maturity Expiry Date, without notice, presentment or demand of any kind. Subject to the provisions of this Section 2.01A(d), the US Borrower shall have the right, at its option, from time to time, to prepay the Term Loan, in whole or in part, on any date prior to the Term Loan Maturity Expiry Date without prepayment penalty or premium thereon; provided, however, the US Borrower shall give the Agent prior written notice of the US Borrower's intention to make such prepayment at least three (3) Government Securities Business Days prior to the date of such prepayment in the case of prepayment of any Term SOFR Libor Rate Loan, and at least one (1) Business Day prior to the date of such prepayment in the case of any Base Rate Loan and of (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made and (ii) the total principal amount of such prepayment (which prepayment shall be in an amount greater than or equal to One Million and 00/100 Dollars ($1,000,000.00) and increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) in excess of such amount (unless, as applicable, either the outstanding principal amount of the Term Loan or the amount of any applicable principal installment payment is less than such amount); provided, further, the US Borrower shall pay to the Agent for the ratable benefit of the Banks all interest accrued on the amount outstanding principal balance of the Term Loan to be prepaid to the date of such prepayment and all other fees, costs and charges required to be paid by the US Borrower to the Agent for the ratable benefit of the Banks with respect to such prepayment, including any loss, costs or expenses pursuant to Section 2.12(c). All partial prepayments shall be applied first to the next scheduled installment payment of the Term Loan that is due and payable within ninety (90) days after the proposed date of the applicable prepayment and then to any remaining installments due on the Term Loan in the inverse order of their respective due dates. In addition, to the extent the Term Loan is subject to any Bank-Provided Hedge and as a result of the applicable prepayment hereunder, the US Borrower is required to pay any principal, interest, fees, costs or charges with respect to such Bank-Provided Hedge, the US Borrower shall, to the extent the aggregate amount of all such principal, interest, fees, costs and charges exceeds Ten Million and 00/100 Dollars ($10,000,000.00), pay such required payments, in each case as set forth in any applicable Bank-Provided Hedge. All prepayments made hereunder are payable at 12:00 noon (Pittsburgh, Pennsylvania time) on the scheduled date of prepayment. All such prepayments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future Taxes, except as required by applicable Law. If the US Borrower is compelled by Law to deduct or withhold any such Taxes, then: (i) if such Tax is an Indemnified Tax, the amount to be prepaid by the US Borrower hereunder shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Banks receive an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) the US Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law. 270134563.