Common use of Repayment of the Loan Clause in Contracts

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding principal balance of the Loan on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar year.

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the The Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding unpaid principal balance of the Loan in equal installments of $25,000,000 on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment installment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment an installment of principal is required to be made paid pursuant to the first sentence of this Section 2.05, less than the required payment amount $25,000,000 of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date $25,000,000 or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar year.

Repayment of the Loan. Subject to the terms The Borrower shall and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, it is expressly undertaken by the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, to repay to the Lender the outstanding principal balance of the Loan by (a) twenty (20) equal consecutive quarterly Repayment Instalments to be repaid on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount the Repayment Dates so that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest be repaid on the Loan and date falling three (C3) all other outstanding Obligations (other than Unasserted Obligations (as defined in months after the Subordination Agreement)). The outstanding unpaid principal balance Drawdown Date of the Loan and all accrued and unpaid interest each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 20th) of such Repayment Instalments falling due for payment on the Loan Final Maturity Date; subject to the provisions of this Agreement each of the Repayment Instalments shall be due in the amount of Eight hundred thousand Dollars ($800,000) and (b) an additional payment of Dollars $8,150,000 (Eight million one hundred fifty thousand Dollars) payable together with the last (the 20th) Repayment Instalment on the Scheduled Final Maturity Date. If all of Date (the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan “Balloon Instalment”); provided that is allocated (i) in relation to the principal amount of Loan, if the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity last Repayment Date prior to would otherwise fall after the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity last Repayment Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after in the applicable Scheduled Maturity Dateevent that the Commitment is not drawn down in full, the date occurring two Business Days following amount of the date Repayment Instalments relative to the Loan and the Balloon Instalment shall be reduced pro-rata by the amount of such Non-Renewal Notice the part of the Commitment not drawn (iii) there shall constitute be no Repayment Dates relative to the Loan after the Final Maturity Date. If no Extension Notice or Non-Renewal Notice Date (iv) on the Final Maturity Date the Borrower shall also pay to the Bank any and all other monies then and payable under this Agreement and the other Security Documents and (v) if any of the Repayment Instalments shall become due on a day which is deliverednot a Banking Day, the Scheduled Maturity Date due date therefore shall be extended by one additional to the next succeeding Banking Day unless such Banking Day falls in the next calendar yearmonth, in which event such due date shall be the immediately preceding Banking Day.

Repayment of the Loan. Subject to The Loan shall mature on the terms Maturity Date and conditions set forth shall be indefeasibly repaid in full in immediately available funds on the Subordination Agreement and Maturity Date; provided, however, that if the Senior Credit Agreement, Maturity Date arises as a result of (a) the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding principal balance closing of the Loan on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 sale of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required Assets to be made Lender pursuant to the first sentence of this Section 2.05Asset Purchase Agreement, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be deemed repaid through closing of such Asset sale pursuant to the Asset Purchase Agreement between Borrower and Lender, or (b) the closing of the sale of the Assets to a Person other than the Lender pursuant to a higher and better offer, the Loan shall be repaid in cash to Lender at the closing of such Asset sale. Unless otherwise provided under this Agreement, all payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Oklahoma City time, on the due date thereof to the Lender at the office of the Lender specified in Section 8.2 (or such other office as may be specified from time to time by the Lender by written notice to the Borrower), in Dollars and in immediately available funds. If any payment hereunder becomes due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less day other than fifteen (15) a Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such noticeDay, such Scheduled Maturity Date payment shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Datenext succeeding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date interest thereon shall be extended by one additional calendar yearpayable at the then Applicable Rate during such extension.

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the The Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding unpaid principal balance of the Loan (a) in installments of $5 million to be paid on each of September May 10September 29, 20222023, $5 million to be paid on August 10, 20202022December 29, 2023, $5 million to be paid on December 1010March 29, 2020 20222024, $5 million to be paid on April 10June 28, 20232024 and March 10(b) the remaining outstanding Obligations to be paid on the Final Maturity Date; provided that such payments described in clause (a) above shall be subject to a determination of the Audit Committee of the Board of Directors of Beneficient Management, 2021L.L.C.the Parent that making such payment, in an amount part or in full, shall not cause the CompanyParent to incur a going concern, with such payment to be paid senior to any payment made with respect to the guaranteed payment due to holders of Preferred A Subclass 0 Unit Accounts of Borrower; provided, further, that if any payment is not made on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to payment date, as set forth in this Section 2.05 2.05, then such payment shall be made as soon as a determination is made by the Audit Committee of the Senior Credit Agreement on Board of Directors of Beneficient Management, L.L.C.the Parent that such datepayment, in part or in full, shall not cause the CompanyParent to incur a going concern. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment installment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment an installment of principal is required to be made paid pursuant to clause (a) of the first sentence of this Section 2.05, less than the required payment amount $5,000,000 of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date $5,000,000 or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled ScheduledFinal Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, the Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute 4882-2118-7946 v.19 the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar year.

Repayment of the Loan. Subject The District hereby agrees to repay the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding principal balance Principal Components of the Loan in the aggregate principal amount of up to $8,000,000 outstanding on any date during Stage 1 and of up to $16,000,000 outstanding on any date during Stage 2, by no later than the Maturity Date, together with all Interest Components when due. Such repayment shall come from Net Revenues and RUWAP Funds during Stage 1 and from RUWAP Funds and State Loan Proceeds during Stage 2. The outstanding Principal Components shall bear interest at a variable rate equal to 65.01% of the 30-Day LIBOR plus 1.50% (150 basis points) [(65.01% X 30-Day LIBOR + 1.50%], identified by the Lender to the District (except during any period during which interest is payable at the Default Rate or the Taxable Rate), based on twelve thirty-day months. Interest Components are to be paid monthly on each Loan Payment Date. The Interest Rate shall reset on the first day of September 10, 2020, December 10, 2020 and March 10, 2021, in each month. The Lender shall send an invoice to the District twenty (20) days prior to a Loan Payment Date stating the amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement due on such dateLoan Payment Date. For avoidance If the amount of doubtoutstanding Principal Components changes after an invoice is sent but prior to the applicable Loan Payment Date, except the invoice relating to the following Loan Payment Date shall account for any changes in interest owed as otherwise as set forth the result of such change in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable amount of outstanding Principal Components. The District may prepay all Principal Components in accordance with Section 2.06 hereof. Notwithstanding the foregoingSections 3.4, if on any date on which a payment of principal is required to be made pursuant 3.5 or 3.6 at least twenty (20) days prior to the first sentence of this Section 2.05Maturity Date, less than the required payment amount of the principal balance of the Loan remains but all Principal Components outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan Maturity Date shall be immediately due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated Anything to the principal amount contrary in this Loan Agreement notwithstanding, from and after a Date of Taxability following a Determination of Taxability, the Loan shall reduce the Commitment of the Lender on bear interest at a dollar for dollar basistaxable rate, as provided in Section 5.21 hereof. On each Scheduled Maturity Date prior Anything to the Final Maturity Datecontrary in this Loan Agreement notwithstanding, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Datefailure to timely make a payment due hereunder, the Loan shall bear interest at the Default Rate, as provided in Section 4.7 hereof. So long as the Loan is owned by Compass Mortgage Corporation, all principal and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior interest payments with respect to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date Loan shall be extended made by one additional calendar year.wire transfer using the following wiring instructions (unless the District shall receive subsequent wiring instructions from Compass Mortgage Corporation or Assignee, as the case may be): Payments by wire: Compass Bank ABA#: 000000000 For Credit to: GL No. 90124099 Loan Name: Marina Coast BBI: DO NOT POST. CONTACT LDFC XXXXXxxxxxXxxxxxx.xx@XXXX.xxx Reference: LDFC Public Finance

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the The Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding unpaid principal balance of the Loan in equal instalments of $5,000,000 on each of September 10, 20202021, December 10, 2020 2021 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date2022. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment installment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment an installment of principal is required to be made paid pursuant to the first sentence of this Section 2.05, less than the required payment amount $25,000,0005,000,000 of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date $25,000,0005,000,000 or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, the Borrower shall provide written notice (an ““ Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s ’ s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a ““ Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar year.

Repayment of the Loan. Subject The Company agrees that it will repay with interest the loan made by the Issuer pursuant to Section 3.01 hereof by payments of the Company in amounts sufficient to pay in full the principal of, premium, if any, and interest on the Bonds when due, at maturity, upon call for redemption or upon acceleration of maturity under the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the terms extent of the corresponding payment made by the Credit Bank to the Trustee under the Letter of Credit. When a Letter of Credit other than a Liquidity Facility is in effect, and conditions set forth the Company receives notice from the Trustee, as provided in Section 404 of the Indenture, that at 12:00 noon, New York City time, on any Interest Payment Date, Stated Maturity, redemption date, or acceleration date, as the case may be, there is not sufficient Eligible Money in the Subordination Agreement Letter of Credit Account and the Senior Credit AgreementEligible Money Account to pay all principal of, premium, if any, and interest on the Bonds due on such date, the Borrower shallCompany shall remit to the Trustee by 1:00 p.m., until New York City time, on such date the amount of such deficiency in funds immediately available to the Trustee. All payments required of the Company under this Section 3.02 (including payments under Section 5.02 hereof) shall be made directly to the Trustee at its principal corporate trust office, in funds immediately available to the Trustee, at or before 11:30 a.m., New York City time (or 1:00 p.m., New York City time, as all outstanding Obligations (other than Unasserted Obligations (as defined provided in the Subordination Agreementsecond sentence of the immediately preceding paragraph)) , on each date on which any principal, premium or interest is due on the Bonds, for the account of the Issuer, and shall be credited to the Debt Service Fund. None of such payments need constitute Eligible Money. In the event the Company should fail to make any of the payments required in this Section 3.02 or in Section 5.02, the item so in default shall continue as an obligation of the Company until the amount in default shall have been paid in fullfully paid, repay and the Company agrees to pay the same with interest thereon (including to the Lender the outstanding principal balance of the Loan on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been applied to pay any Senior Obligations pursuant to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued extent permitted by law interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment overdue installments of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan and (C) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)). The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”interest) at any time prior the rate borne by the Bonds as to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of which such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar yeardefault exists.

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the The Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender in equal installments of $25,000,000 (or such lesser amount as remains outstanding on the outstanding unpaid principal balance of the Loan and accrued and unpaid interest at such time) on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been . The installment shall be first applied to pay any Senior Obligations pursuant outstanding fees, costs and/or expenses due under this Agreement; second, to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan interest: and (Ciii) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement))finally, to unpaid principal. The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall may provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such the Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such the Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such the Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such the Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar yearyear to the Final Maturity Date.

Repayment of the Loan. Subject to the terms and conditions set forth in the Subordination Agreement and the Senior Credit Agreement, the Borrower shall, until such time as all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender in equal installments of $25,000,000 (or such lesser amount as remains outstanding on the outstanding unpaid principal balance of the Loan and accrued and unpaid interest at such time) on each of September 10, 2020, December 10, 2020 and March 10, 2021, in an amount on each such date equal to $25,000,000 less any amount that has been . The installment shall be first applied to pay any Senior Obligations pursuant outstanding fees, costs and/or expenses due under this Agreement; second, to Section 2.05 of the Senior Credit Agreement on such date. For avoidance of doubt, except as otherwise as set forth in the immediately succeeding sentence, accrued interest on any such principal payment shall not become due and payable at such time, and shall instead be payable in accordance with Section 2.06 hereof. Notwithstanding the foregoing, if on any date on which a payment of principal is required to be made pursuant to the first sentence of this Section 2.05, less than the required payment amount of the principal balance of the Loan remains outstanding and unpaid, the Borrower shall pay the following obligations (if any) in the following order until either the sum paid on such date equals the required payment amount for such date or all outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) have been paid in full: (A) outstanding unpaid principal of the Loan, (B) accrued and unpaid interest on the Loan interest: and (Ciii) all other outstanding Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement))finally, to unpaid principal. The outstanding unpaid principal balance of the Loan and all accrued and unpaid interest on the Loan shall be due and payable on the Scheduled Maturity Date. If all of the outstanding principal balance of the Loan and accrued interest on the Loan are fully repaid on any date, this Agreement shall terminate as of such date. Any repayment or prepayment of the Loan that is allocated to the principal amount of the Loan shall reduce the Commitment of the Lender on a dollar for dollar basis. On each Scheduled Maturity Date prior to the Final Maturity Date, Borrower shall may provide written notice (an “Extension Notice”) to the Lender not less than fifteen (15) Business Days prior to such the Scheduled Maturity Date of the upcoming Scheduled Maturity Date, and, subject to lender’s confirmation of receipt of such notice, such Scheduled Maturity Date shall be extended by one additional calendar year, unless the Lender shall, in its sole and absolute discretion, have delivered written notice declining such Extension Notice not less than ten (10) Business Days prior to such the Scheduled Maturity Date. If the Borrower fails to provide such Extension Notice (or fails to provide it not less than fifteen (15) Business Days prior to such the Scheduled Maturity Date), then the Lender shall have the right to deliver a written notice declining any further extension (a “Non-Renewal Notice”) at any time prior to thirty (30) calendar days after the Scheduled Maturity Date, and effective upon the delivery of such Non-Renewal Notice, (i) if delivered prior to the applicable Scheduled Maturity Date, then no extension shall occur on the applicable Scheduled Maturity Date and such the Scheduled Maturity Date shall constitute the Final Maturity Date, or (ii) if delivered after the applicable Scheduled Maturity Date, the date occurring two Business Days following the date of such Non-Renewal Notice shall constitute the Final Maturity Date. If no Extension Notice or Non-Renewal Notice is delivered, the Scheduled Maturity Date shall be extended by one additional calendar yearyear to the Final Maturity Date.