Common use of Mandatory Repayments Clause in Contracts

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to On any other mandatory repayments pursuant to this Section 5.02, concurrently upon day on which the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the aggregate outstanding principal amount of Term B-1 Loans exceeds the Total Commitment as then in effect, the Borrowers shall prepay principal of Loans made to the Borrowers in an aggregate amount equal to such excess, provided that, in the event that such repayment is required as a result of a partial reduction in the Total Commitment, (and accrued interest thereonx) the allocation of such required prepayment of Loans of the Borrowers shall be determined by the Borrowers or (y) in their entirety and thereafter the absence of a determination by the Borrowers, the Administrative Agent shall allocate such mandatory repayments to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)in its discretion, with an eye toward, but no obligation to, minimize breakage costs owing pursuant to Section 1.11. (b) [Reserved]On any day on which the aggregate outstanding principal amount of Loans made to any Borrower exceeds the Borrowing Base of such Borrower as then in effect, such Borrower shall prepay principal of such Loans equal to such excess. (c) In addition to On any other mandatory repayments pursuant to this Section 5.02, concurrently day upon the receipt of which any cash proceeds from Borrower has had any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment Loans in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding any principal amount of Term B-2 outstanding for more than 45 consecutive days, such Borrower shall repay on such day all then outstanding Loans (and made to such Borrower, together with accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter Notwithstanding anything to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 contrary contained elsewhere in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02Agreement, all then outstanding Term Loans of any Tranche of Term Revolving Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansExpiry Date, and all then outstanding Swingline Loans shall be repaid on the Swingline Expiry Date.

Mandatory Repayments. (a) In addition [Intentionally Omitted]. (i) With respect to any other mandatory repayments the Initial Loans, on the Initial Maturity Date, the Borrower shall be required to repay in full the entire principal amount of Initial Loans then outstanding if such Initial Loans have not been converted on such date into Extended Loans pursuant to this Section 5.022.01(b) (and/or, if the conditions to extension contained in Section 2.01(b) have been satisfied, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment exchanged for Exchange Notes in accordance with Section 10.15) and (ii) with respect to the requirements of Section 5.02(h); provided that such proceeds Extended Loans, if any, on the Final Maturity Date, the Borrower shall be applied first required to repay in full the outstanding entire principal amount of Term B-1 Extended Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]then outstanding. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently on each date on or after the Initial Borrowing Date upon the receipt 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 permitted to be incurred pursuant to Section 10.04 11.01 except that, (other than Section x) Permitted Refinancing Indebtedness incurred in respect of the Loans and (ivy) without duplication of preceding clause (x), any issuance of Permitted Notes (except in each case shall not be excluded pursuant to this parenthetical), an amount equal to 100% of the Net Debt Cash Proceeds therefrom of the respective incurrence of Indebtedness shall be applied as a mandatory repayment on such date in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 5.02(g). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Asset Sale or Recovery Event, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied on such date in accordance with the requirements of Section 5.02(g); provided, however, that such Net Cash Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Cash Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 11.03(b) within 540 days following the date of such Asset Sale or Recovery Event, and provided further, that if all or any portion of such Net Cash Proceeds not required to be so applied as provided above in this Section 5.02(d) are not so reinvested within such 540-day period (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Cash Proceeds from such Asset Sale or Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 5.02(d) without regard to the preceding proviso. Notwithstanding anything to the contrary contained above in this clause (d), if there are one or more other issues of Second Lien Indebtedness then outstanding which require the payment (or offer to repay) such Second Lien Indebtedness with such Net Cash Proceeds, then the Borrower shall only be required to apply the Loan Proportionate Amount of such Net Cash Proceeds in accordance with this Section 5.02(d); provided further that if any portion of such Net Cash Proceeds is not actually applied to repay other outstanding Second Lien Indebtedness (whether the holders thereof have declined to participate in an offer to purchase or otherwise), then within 5 Business Days after it is determined that such amount will not be so applied, the respective amount shall be applied in accordance with this Section 5.02(d) (determined without regard to this sentence). (e) [ReservedIntentionally Omitted]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following on each date on or after the Closing Effective Date upon which the Borrower Holdings receives any cash proceeds from any Recovery Eventthe sale or issuance of its Equity Interests, an amount equal to 100% of the Net Cash Proceeds from of such Recovery Event sale or issuance of Equity Interests shall be applied on such date as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 5.02(h5.02(g); provided that such proceeds . (g) Each amount required to be applied pursuant to Sections 5.02(c), (d) and (f) in accordance with this Section 5.02(g) shall be applied first (i) first, if on or prior to the Merger Closing Date, to reduce (on a dollar for dollar basis) the Total Commitment, and (ii) second, to repay the outstanding principal amount of Loans, except that amounts to be applied pursuant to Section 5.02(c) shall first be applied as required by preceding clause (ii) and only after all such Loans have been repaid in full shall same be applied as required by preceding clause (i). The amount of each principal repayment of outstanding principal of Term B-2 Loans made as required by Sections 5.02(c), (d), (f) and accrued interest thereon(i) in their entirety and thereafter shall be applied pro rata to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year then outstanding Loans of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]Lenders. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion[Intentionally Omitted]. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be mandatorily repaid in full on the Maturity Date for such Tranche date on which a Change of Term LoansControl occurs.

Mandatory Repayments. (ai) In addition The Borrower hereby unconditionally promises to any other mandatory repayments pursuant pay and shall repay to this Section 5.02, concurrently upon the receipt Administrative Agent for the account of any cash proceeds from a Qualified MLP IPO, an each Lender the then unpaid principal amount equal to 100% of each Loan on the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance Maturity Date. (ii) Commencing with the requirements of Section 5.02(h); provided that such proceeds Quarterly Payment Date occurring on December 31, 2007, on each Quarterly Payment Date thereafter, the Borrower shall be applied first to repay the outstanding principal amount of the Term B-1 A Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance $600,000. (iii) Commencing with the requirements of Sections 5.02(h); provided that such proceeds Quarterly Payment Date on December 31, 2007, on each Quarterly Payment Date, the Borrower shall be applied first to repay the outstanding principal amount of the Term B-2 B Loans in an amount equal to 5.0% of each Term B Borrowing made hereunder. (and accrued interest thereoniv) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 6.3) which results in their entirety and thereafter to the outstanding realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the such Net Cash Proceeds from immediately upon receipt thereof by such Recovery Event shall Person (such prepayments to be applied as a mandatory repayment set forth in accordance with clause (viii) below) (v) Upon the requirements sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any issuances of Equity Interests as provided in Section 5.02(h6.6(a) and Section 6.6(c); provided that such proceeds ), the Borrower shall be applied first to repay the outstanding prepay an aggregate principal amount of Term B-2 Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viii). (vi) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.1), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viii) below). (vii) Upon any Extraordinary Receipt in excess of $100,000 received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and accrued interest thereonnot otherwise included in clause (iv), (v) or (vi) of this Section 2.10(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in their entirety and thereafter clause (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrower (as notified by the Borrower to the Term B-1 LoansAdministrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; provided and provided, further, however, with respect that any cash proceeds not so applied shall be immediately applied to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year prepayment of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment Loans as set forth in this Section 2.10(b)(viii). (viii) Each prepayment of Loans pursuant to the extent that no Event foregoing provisions of Default then exists; provided further that following the repayment in full clauses (iv) through (vii), inclusive, of this Section 2.10(b) shall be applied, first, ratably to each of the Term B-2 LoansA Facility and the Term B Facility and to the principal repayment installments thereof in inverse order of maturity and, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loanssecond, to deposit all such Net Cash Proceeds in the Revolving Credit Facility (together with a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, corresponding reduction in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretionRevolving Credit Commitments). (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (ai) In addition All Net Cash Proceeds from the sale or casualty or condemnation loss of any Collateral or other assets of any Borrower Party (other than (A) the sale of Inventory in the ordinary course of business (B) other asset dispositions in an aggregate amount not to exceed $2,500,000 per fiscal year and (C) solely with respect to assets that do not constitute Collateral, such Net Cash Proceeds that are required to be paid in connection with any other mandatory repayments pursuant to this Section 5.02, concurrently upon the Funded Debt permitted hereunder) shall be paid within three (3) Business Days of receipt of any cash the proceeds from a Qualified MLP IPO, an amount equal to 100% of thereof by the Net IPO Proceeds therefrom shall be applied Borrower Parties as a mandatory prepayment payment of the Obligations. So long as no Event of Default exists, all such Net Cash Proceeds (other than Net Cash Proceeds from the sale of Inventory in accordance with the requirements ordinary course of Section 5.02(h); provided that such proceeds business or other asset dispositions in an aggregate amount not to exceed $2,500,000 per fiscal year) shall be applied first to repay outstanding Agent Advances, second to outstanding Swing Loans and then to repay outstanding Revolving Loans. So long as no Event of Default exists, all such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a). Notwithstanding the foregoing, if an Event of Default exists, all such Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(b). The Revolving Loan Commitment shall not be permanently reduced by the amount of any payment of the Agent Advances, Swing Loans or Revolving Loans due under this Section 2.6(b)(i). (ii) Within three (3) Business Days of the date of receipt by any Borrower Party, any of its Subsidiaries, or the Administrative Agent of any proceeds of any Eligible Life Insurance Policy, whether such proceeds are received as a result of the death of a Person covered thereby, the surrender and termination of such policy, a policy loan taken out under such policy, or otherwise, 100% of such proceeds shall be used first to prepay the outstanding principal amount of Term B-1 Loans (and accrued interest thereonthe Obligations in the manner set forth in Section 2.11(a) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)2.11(b), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (applicable, and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 shallsecond, subject to the aboveterms of any applicable Life Insurance Assignment, make such designation in its sole discretion. (iany additional proceeds shall be returned to the Borrowers. The provisions of this Section 2.6(b)(ii) In addition shall not be deemed to constitute consent to any other mandatory repayments pursuant to action otherwise prohibited by the terms and conditions of this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansAgreement.

Mandatory Repayments. (a1) In addition If at any time by reason of exchange rate fluctuations, the Accommodations Outstanding under the Credit Facility exceed 103% of the Aggregate Commitment, the Borrowers shall, on the third Business Day following such day, repay any Advances in the manner set forth in Section 2.06(1) (but without regard to the minimum amounts specified therein), such that the Accommodations Outstanding under the Credit Facility, after giving effect thereto, do not exceed the Aggregate Commitment at such time. (2) Each Loan Party shall be required to prepay any Accommodations Outstanding in an amount equal to the Net Proceeds from any Disposition of Assets (other mandatory repayments pursuant than Permitted Dispositions, except as provided in clause (d) of the definition thereof) by any Loan Party or its Subsidiaries, which amount shall be applied within 5 days of receipt thereof to this the repayment of Accommodations outstanding under the Credit Facility in accordance with Section 5.022.08 hereof; provided that such repayment shall not result in any permanent reduction of the Commitments and Accommodations under the Credit Facility shall thereafter continue to be available, concurrently upon subject to satisfaction of the receipt conditions to Accommodation in Article 6. (3) Subject to compliance with the terms of any cash proceeds from a Qualified MLP IPOthe Development Agreements, an amount equal to 100% the Net Proceeds of any property insurance required to be maintained pursuant to Article 8 (which, for certainty, shall not include general liability insurance, business liability insurance or business interruption insurance) received by any Loan Party or any of its Subsidiaries on account of each separate loss, damage or injury to any part of the Net IPO Proceeds therefrom Collateral in excess of $2,500,000 (or the Equivalent U.S. $ Amount, shall be applied as a mandatory prepayment (or to the extent the Administrative Agent or the Lenders are loss payees under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds)) to the repayment of Accommodations Outstanding under the Credit Facility in accordance with the requirements of Section 5.02(h)2.08 hereof; provided that such proceeds repayment shall not result in any permanent reduction of the Commitment and Accommodations under the Credit Facility shall thereafter continue to be applied first available, subject to repay satisfaction of the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) conditions to Accommodations in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)Article 6. (b4) [Reserved]. (c) In addition to If, at any other mandatory repayments pursuant to this Section 5.02time, concurrently upon the receipt aggregate amount of any cash proceeds from any issuance Accommodations Outstanding by way of Swing Line Advances or incurrence of Indebtedness (other than Indebtedness permitted Documentary Credits exceeds the Swing Line Commitment, the Borrowers shall promptly repay or cause to be incurred pursuant to Section 10.04 promptly repaid Accommodations outstanding under the Swing Line (other than Section (iv))by way of repayment of Swing Line Advances, cash collateralizing outstanding Documentary Credits or otherwise) in an aggregate amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon by which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% aggregate Accommodations Outstanding by way of Swing Line Advances or Documentary Credits exceeds the Net Cash Proceeds from Swing Line Commitment at such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationstime. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) [reserved]. (b) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Borrowers shall be applied as a mandatory prepayment required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in accordance with the requirements of Section 5.02(hpreceding clause (a); provided that such proceeds shall be applied first to repay the outstanding principal amount ) of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount extent then outstanding, scheduled amortization payments of such Tranche of Term B-2 Loans (to the extent, and accrued interest thereon). (b) [Reserved]on the dates and in the principal amounts, set forth in the Incremental Term Loan Commitment Agreement, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon which the receipt Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Refinancing Term Loans and Refinancing Notes, an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within five Business Days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans if no Event of Default then exists. Notwithstanding the foregoing, the Lead Borrower may apply all or a portion of such Net Sale Proceeds (i) in the case of ABL Collateral (as defined in the ABL Intercreditor Agreement), to prepay Indebtedness under the ABL Credit Agreement or any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Collateral (as defined in the Intercreditor Agreement) and in the case of revolving borrowings, to the extent accompanied by permanent reductions in commitments with respect thereto or (ii) to reinvest in the purchase of assets useful in the business of the Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, the Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which the Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Lead Borrower or its Restricted Subsidiaries of such Net Sale Proceeds, the Lead Borrower or its Restricted Subsidiaries have not so used all or a portion of such Net Sale Proceeds otherwise required to be applied as a mandatory repayment pursuant to this sentence, the remaining portion of such Net Sale Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other Indebtedness secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 10,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment to the extent that if no Event of Default then exists; provided further that . Notwithstanding the foregoing, the Lead Borrower may apply such Net Insurance Proceeds (i) in the case of ABL Collateral (as defined in the ABL Intercreditor Agreement), to prepay Indebtedness under the ABL Credit Agreement or any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Collateral (as defined in the Intercreditor Agreement) and in the case of revolving borrowings, to the extent accompanied by permanent reductions in commitments with respect thereto or (ii) to reinvest in the purchase of assets useful in the business of the Lead Borrower and its Restricted Subsidiaries within 12 months following the repayment in full date of the Term B-2 Loansreceipt of such proceeds (or, if within such 12-month period, the Lead Borrower may elector any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds) (and, in lieu of applying connection therewith, shall thereafter promptly provide such Net Cash Proceeds other information with respect to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which reinvestment as the Administrative Agent has been granted control may from time to time reasonably request); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, the Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds otherwise required to be applied as collateral for all a mandatory repayment pursuant to this sentence, the remaining Obligationsportion of such Net Insurance Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period, as the case may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(c), (d), (e), (f) and (k) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Junior Notes or Permitted Junior Loans that are secured on a pari passu basis with the Obligations (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by the Lead Borrower. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Initial Term Loans at the times provided in this Section 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the relevant Borrower hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of such Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Initial Term Loans pursuant to this Section 5.02 or (ii) to the extent that such Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) Notwithstanding anything to the contrary herein, so long as the First Lien Credit Agreement remains outstanding, in no event shall the Credit Parties be required to make any mandatory prepayment pursuant to Sections 5.02(d), (e) or (f); provided that during such time as the First Lien Credit Agreement remains outstanding, the Lead Borrower shall be required to apply any First Lien Declined Proceeds as a mandatory repayment of Term Loans in accordance with the requirements of Sections 5.02(g) and (h) no later than three Business Days after the deadline for First Lien Rejection Notices. (l) The Lead Borrower shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of the Lead Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e), (f) or (k) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled.

Mandatory Repayments. (ai) In addition The Borrower hereby unconditionally promises to any other mandatory repayments pursuant pay and shall repay to this Section 5.02, concurrently upon the receipt Administrative Agent for the account of any cash proceeds from a Qualified MLP IPO, an each Lender the then unpaid principal amount equal to 100% of each Loan on the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance Maturity Date. (ii) Commencing with the requirements of Section 5.02(h); provided that such proceeds Quarterly Payment Date occurring on December 31, 2007, on each Quarterly Payment Date thereafter, the Borrower shall be applied first to repay the outstanding principal amount of the Term B-1 A Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance $600,000. (iii) Commencing with the requirements of Sections 5.02(h); provided that such proceeds Quarterly Payment Date on December 31, 2007, on each Quarterly Payment Date, the Borrower shall be applied first to repay the outstanding principal amount of the Term B-2 B Loans in an amount equal to 5.0% of each Term B Borrowing made hereunder. (and accrued interest thereoniv) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 6.3) which results in their entirety and thereafter to the outstanding realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the such Net Cash Proceeds from immediately upon receipt thereof by such Recovery Event shall Person (such prepayments to be applied as a mandatory repayment set forth in accordance with clause (viii) below) (v) Upon the requirements sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any issuances of Equity Interests as provided in Section 5.02(h6.6(a) and Section 6.6(c); provided that such proceeds ), the Borrower shall be applied first to repay the outstanding prepay an aggregate principal amount of Term B-2 Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viii). (vi) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 6.1), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viii) below). (vii) Upon any Extraordinary Receipt in excess of $100,000 received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and accrued interest thereonnot otherwise included in clause (iv), (v) or (vi) of this Section 2.10(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in their entirety and thereafter clause (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrower (as notified by the Borrower to the Term B-1 LoansAdministrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; provided and provided, further, however, with respect that any cash proceeds not so applied shall be immediately applied to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year prepayment of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment Loans as set forth in this Section 2.10(b)(viii). (viii) Each prepayment of Loans pursuant to the extent that no Event foregoing provisions of Default then exists; provided further that following the repayment in full clauses (iv) through (vii), inclusive, of this Section 2.10(b) shall be applied, first, ratably to each of the Term B-2 LoansA Facility and the Term B Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility (together with a corresponding reduction in the Revolving Credit Commitments). (ix) On the day immediately prior to the commencement of each Clean-up Period, the Borrower may elect, shall repay in lieu full the Outstanding Amount of applying all Revolving Loans. (x) Each Revolving Loan shall be paid in full on the date occurring no later than twenty-five days following the date of such Net Cash Proceeds Revolving Credit Borrowing. (xi) The prepayment requirements of clauses (ix) and (x) shall terminate upon the Administrative Agent’s receipt of a Compliance Certificate evidencing to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account the reasonable satisfaction of the Administrative Agent that the Consolidated Total Leverage Ratio of the Borrower over which the Administrative Agent has been granted control is less than 2.25 to 1.00 as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans each of the applicable Tranche with Interest two most recently ended Measurement Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche for which Compliance Certificates 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 discretiondelivered. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to The Company shall make a repayment of the Loans (without any other mandatory repayments pursuant to this Section 5.02, concurrently corresponding reduction in the Aggregate Revolving Commitments) and/or Cash Collateralize the L/C Obligations upon the receipt occurrence of any cash proceeds of the following (each a “Mandatory Repayment Event”) at the following times and in the following amounts: (i) Within three (3) Business Days after the receipt by any Loan Party of any Net Cash Proceeds from a Qualified MLP IPOany Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds, to the extent such Net IPO Cash Proceeds therefrom are not reinvested in Eligible Assets within three hundred and sixty (360) days after receipt thereof (or, if committed to be reinvested in Eligible Assets within three hundred and sixty (360) days after receipt thereof, within one hundred and eighty (180) days following such commitment). Any prepayment pursuant to this clause (i) shall be applied as a mandatory prepayment set forth in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon6.3.2(b). (bii) [Reserved]. Within three (c3) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon Business Days after the receipt by any Loan Party of any cash proceeds Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities to finance, promptly after such issuance, any Capital Expenditure permitted hereunder or incurrence any Permitted Acquisition, (y) any issuance of Indebtedness (other than Indebtedness permitted to be incurred Capital Securities pursuant to Section 10.04 any employee or director option program, benefit plan or compensation program, and (other than Section (iv)z) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of the such Net Debt Proceeds therefrom Cash Proceeds. Any prepayment pursuant to this clause (ii) shall be applied as a mandatory repayment set forth in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 6.3.2(b). (diii) [Reserved]. Within three (e3) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or Business Days after the Closing Date upon which the Borrower receives receipt by any cash proceeds Loan Party of any Net Cash Proceeds from any Recovery Eventissuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), in an amount equal to 100% of the such Net Cash Proceeds from such Recovery Event Proceeds. Any prepayment pursuant to this clause (iii) shall be applied as a mandatory repayment set forth in accordance Section 6.3.2(b). (iv) Within ninety (90) days after the end of each Fiscal Year commencing with the requirements Fiscal Year ending December 31, 2013, in an amount equal to (A) 75% of Excess Cash Flow for the relevant Excess Cash Payment Period if the Compliance Certificate delivered by the Company pursuant to Section 5.02(h10.1.3 for such Fiscal Year end demonstrates that the Total Debt to EBITDA Ratio is greater than or equal to 3.0 to 1.0, (B) 50% of Excess Cash Flow for the relevant Excess Cash Payment Period if the Compliance Certificate delivered by the Company pursuant to Section 10.1.3 for such Fiscal Year end demonstrates that the Total Debt to EBITDA Ratio is greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 and (C) 0% of Excess Cash Flow for such Excess Cash Payment Period if the Compliance Certificate delivered by the Company pursuant to Section 10.1.3 for such Fiscal Year end demonstrates that the Total Debt to EBITDA Ratio is less than 2.5 to 1.0. The amount of prepayment for any Excess Cash Payment Period required to be made by the Company pursuant to this clause (iv) shall be reduced by (x) any voluntary prepayments of the Term Loan made by the Company during such Excess Cash Payment Period and (y) any voluntary prepayments of Revolving Loans made during such Excess Cash Payment Period to the extent accompanied by a corresponding permanent reduction in the Aggregate Revolving Commitments, in each case on a dollar-for-dollar basis (without duplication of any such reduction or credit in any prior Fiscal Year); provided that such proceeds . Any prepayment pursuant to this clause (iv) shall be applied first to repay as set forth in Section 6.3.2(b). (b) If on any day on which the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to Revolving Outstandings exceed the Term B-1 Loans; provided furtherAggregate Revolving Commitments, howeverthe Company shall immediately, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the BorrowerMaturity Date, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loansand within one (1) Business Day, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With with respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant day, repay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for eliminate such Tranche of Term Loansexcess.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently on each date set forth below (each, a “ Scheduled Repayment Date”), the Borrower shall be required to repay the full principal amount of the Loans in seven consecutive payments (such repayment amounts expressed as (i) a percentage of the aggregate initial principal amount of the Loans, plus (ii) the aggregate amount of PIK Interest that has been capitalized through the applicable Scheduled Repayment Date and remains unpaid as of such date) on each repayment date set forth below (each such repayment, as the same may be reduced as provided in Section 4.01, a “Scheduled Repayment”): The date that is the seventh Quarterly Payment Date following the Closing Date 14.29% The date that is the eighth Quarterly Payment Date following the Closing Date 14.29% The date that is the ninth Quarterly Payment Date following the Closing Date 14.29% The date that is the tenth Quarterly Payment Date following the Closing Date 14.29% The date that is the eleventh Quarterly Payment Date following the Closing Date 14.29% The date that is the twelfth Quarterly Payment Date following the Closing Date 14.29% Facility Maturity Date Remaining principal balance (b) In addition to any other mandatory repayments pursuant to this Section 4.02, no later than one (1) Business Day following each date on or after the Closing Date upon which the receipt of (i) Borrower or any Main Subsidiary receives any cash proceeds from a Qualified MLP IPOany incurrence of Indebtedness (other than to the extent constituting Permitted Debt) by the Borrower or such Main Subsidiary, the Borrower shall apply an amount equal to 100% of the Net IPO Cash Proceeds therefrom shall be applied of such incurrence of Indebtedness (other than to the extent constituting Permitted Debt) as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(h4.02(e); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following on each date on or after the Closing Date upon which Net Cash Proceeds of Asset Sales (other than proceeds otherwise invested in the business of the Borrower receives and/or any cash proceeds from Main Subsidiary to purchase replacement assets within ninety (90) days of the receipt of any Recovery Eventsuch Net Cash Proceeds (or within one-hundred eighty (180) days if a binding irrevocable commitment has been executed within the initial 90-day period for such purchases) that exceed $5,000,000 in any Fiscal Year of the Borrower are received by the Borrower or any Main Subsidiary, an amount equal to one-hundred percent (100% %) of the such excess Net Cash Proceeds from such Recovery Event Asset Sale shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h4.02(e); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (id) In addition to any other mandatory repayments pursuant to this Section 5.024.02, all then outstanding Term Loans on each date on or after the Closing Date upon which any Net Loss Proceeds in excess of $5,000,000 in any Tranche Fiscal Year are received by the Borrower and/or any Main Subsidiary, to the extent that such Net Loss Proceeds are not applied for Restoration or repairs in respect of Term Loans the business of the Borrower or any Main Subsidiary, within ninety (90) days following the receipt of such Net Loss Proceeds (or within one-hundred eighty (180) days if a binding irrevocable commitment has been executed within the initial 90 day period in respect of the Restoration or repairs), an amount equal to one-hundred percent (100%) of such excess Net Loss Proceeds shall be repaid applied as a mandatory repayment in full accordance with the requirements of Section 4.02(e). (e) Each amount required to be applied pursuant to Sections 4.02(a) through (d), (f)(ii) and (g) shall be applied, in each case, to each Lender in respect of its outstanding Loans, on a pro rata basis, concurrently to repay the outstanding principal amount of Loans and any accrued interest due and payable on the Maturity Date for such Tranche prepaid amount, plus (other than in the case of Term Loansrepayments pursuant to Section 4.02(a)) the applicable Make-Whole Premium amount. The amount of each principal repayment of Loans made as required by Sections 4.02(b) through (d) and (g) shall be applied to reduce the then-remaining Scheduled Repayments of the Loans on a pro rata basis.

Mandatory Repayments. (a) All of the then outstanding principal amount of each Loan shall be repaid at its maturity (whether by acceleration or otherwise). (b) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently if an Event of Default shall have occurred and be continuing, on each date on or after the Initial Borrowing Date upon which the receipt Borrower receives (i) a Dividend from any Person or (ii) a distribution or payment of any cash proceeds sort from a Qualified MLP IPOany Person with respect to any Equity Interest of such Borrower in any of its Subsidiaries, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter immediately, to the outstanding payment of any amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to reduce the remaining principal amount balance of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]the Loans. (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently on each date on or after the Initial Borrowing Date upon which any of the receipt of any Credit Parties receives cash proceeds from any issuance or the incurrence of Indebtedness by it or any of its Affiliates (other than Indebtedness permitted to be incurred pursuant to under Section 10.04 (other than Section (iv)9.04 as in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds received by such Credit Parties therefrom shall, (x) so long as no Default or Event of Default shall have occurred and be continuing, be deposited in the applicable Designated Account, and be applied as on each Monthly Payment Date, and (y) upon the occurrence of a mandatory repayment in accordance with the requirements Default or an Event of Sections 5.02(h); provided that such proceeds shall Default, be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter immediately, to the outstanding payment of any amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to reduce the remaining principal amount balance of Term B-1 Loans (and accrued interest thereon)the Loans. (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Initial Borrowing Date upon which any of the Credit Parties receives cash proceeds from any Asset Sale in excess of $250,000 in the aggregate per annum, an amount equal to 100% of the Net Sale Proceeds received by such Credit Parties therefrom shall, (x) so long as no Default or Event of Default shall have occurred and be continuing, be deposited in the applicable Designated Account, and be applied on each Monthly Payment Date, and (y) upon the occurrence of a Default or an Event of Default, be applied immediately, to the payment of any amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to reduce the remaining principal balance of the Loans. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Initial Borrowing Date upon which any of the Credit Parties receives cash proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event received by such Credit Parties shall, (x) so long as no Default or Event of Default shall have occurred and be continuing, be deposited in the applicable Designated Account, and be applied on each Monthly Payment Date, and (y) upon the occurrence of a Default or an Event of Default, be applied immediately, to the payment of any amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to reduce the remaining principal balance of the Loans. (f) In addition to any other mandatory repayments pursuant to this Section 5.024.02, within 10 days following on each date on or after the Closing Initial Borrowing Date upon which any of the Borrower Credit Parties receives any cash proceeds from any Recovery EventEligible Accounts Receivables (other than the Japanese Note), an amount equal to 100% of the Net Cash Proceeds from proceeds of such Recovery Eligible Accounts Receivables shall, (x) so long as no Default or Event of Default shall have occurred and be applied as a mandatory repayment continuing, be deposited in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans applicable Designated Account, and (and accrued interest thereonI) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 Designated Accounts denominated in the aggregate of such Net Cash Proceeds received Dollars, be applied on each Business Days and (II) with respect to Designated Accounts denominated in Euros, be applied on each Payment Date after notice by the Borrower in Lender to the applicable account bank, to the payment of any fiscal year amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to the remaining principal balance of the BorrowerLoans, such Net Cash Proceeds unless the Borrower Representative shall not give rise to a mandatory repayment have delivered evidence reasonably satisfactory to the extent Lender that no Event of Default then exists; provided further that following it is in compliance with Section 9.18 (including, in reasonable detail, the repayment in full valuation of the Term B-2 Loans, Borrowing Base at such time) and the Borrower Lender shall have agreed that any such proceeds in excess of the Borrowing Base may elect, in lieu be released from the Lien of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account the Security Documents and applied at the direction of the Borrower over which Representatives, and (y) upon the Administrative Agent has been granted control as collateral for all occurrence of a Default or an Event of Default, be applied immediately, to the payment of any amount owing to the Lender under Section 1.08, then to the payment of any interest then due and payable to the Lender, and then to the remaining Obligationsprincipal balance of the Loans. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by Nothing in this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing 4.02 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 discretion. (i) In addition to limit any other mandatory repayments pursuant to rights or remedies the Lender may have under Section 10 of this Section 5.02, all then outstanding Term Loans Agreement or under applicable law in connection with any Event of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansDefault.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory repayment prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the requirements terms hereof) unless such application would result in the holders of Section 5.02(h); provided that such proceeds shall be applied first to repay Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term B-2 Loans (and accrued interest thereonOther Applicable Indebtedness at such time) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the Borrower in extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any fiscal year such Net Cash Proceeds, the declined amount of the Borrower, such Net Cash Proceeds shall not give rise promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to a mandatory repayment prepay Term Loans in accordance with the terms hereof (to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds would otherwise have been required to repay Term B-1 Loansbe applied if such Other Applicable Indebtedness was not then outstanding). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to deposit all such Net Cash Proceeds in the next four (4) scheduled installments of principal of any Term Loans on a segregated account pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower. (e) The Borrower over which shall deliver to the Administrative Agent has been granted control (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries. (f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as collateral for all remaining Obligationsreasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.025.2, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Fixed Rate Term Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Fixed Rate Term Loans were made, ; provided that: (i) repayments of LIBO Fixed Rate Term Loans pursuant to this Section 5.02 5.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Fixed Rate Term Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (iiy) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with incurred by the requirements Borrower or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 8.2); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or not later than two Business Days after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventincurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied as a mandatory repayment in accordance with toward the requirements prepayment of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherLoan as set forth in this Section 4.2. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, however, with respect then an amount equal to no more than $15,000,000 in the aggregate 65% of such Net Cash Proceeds received by shall be applied within two Business Days of such date to prepay the outstanding Term Loan in accordance with this Section 4.2; provided, that the Borrower in any fiscal year shall have the option, directly or through one or more of the Borrowerits Consolidated Subsidiaries, to reinvest such Net Cash Proceeds shall not give rise within one year of receipt (or, if contracted to a mandatory repayment to be so used within such one year period, are so used within 18 months of receipt) thereof in assets useful in the extent that no Event of Default then exists; provided further that following the repayment in full business of the Term B-2 LoansBorrower and their Consolidated Subsidiaries (including, the Borrower may electfor avoidance of doubt, in lieu any acquisitions of applying entities or assets, capital expenditures, Investments permitted under Section 8.3 or any signing, retention or other payments to anticipated affiliates or employees but excluding any such Net Cash Proceeds to repay Term B-1 Loanspayments made by virtue of a repurchase of Capital Stock or dividend on Capital Stock); provided, to deposit further, that all such Net Cash Proceeds not so reinvested within such period must be applied in a segregated account of accordance with this Section 4.2(b) without giving effect to the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsproviso herein. (gc) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are Amounts to be repaid and, applied in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans connection with prepayments made pursuant to this Section 5.02 may only 4.2 shall be applied without premium or penalty to the remaining scheduled installments of the Term Loan in direct order of maturity. (d) The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 4.2 not less than three Business Days prior to the date such prepayment is required to be made on (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and Mandatory Prepayment Date, (ii) each repayment the principal amount of any the Term Loans made pursuant Loan (or portion thereof) to a Borrowing shall be applied pro rata among such prepaid and (iii) the Type of the Term LoansLoan being prepaid. In the absence of a designation by the Borrower as described in the preceding sentence, the The Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.will promptly notify each

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently within one Business Day of each date on or after the Borrowing Date upon which the receipt of Borrower receives any cash proceeds from a Qualified MLP IPOany capital contribution or any sale or issuance of its Equity Interests, an amount equal to 100% of the Net IPO Cash Proceeds therefrom of such capital contribution or sale or issuance of Equity Interests shall be applied on such date as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon4.02(e). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 4.02, within one Business Day of each date on or after the Borrowing Date upon which the Borrower or any of the Guarantors receives any cash proceeds from any issuance or incurrence by the Borrower or any of the Guarantors of Indebtedness (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date), an amount equal to 100% of the Net Cash Proceeds of such Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 4.02(e). (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently within one Business Day of each date on or after the Borrowing Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness asset sale permitted to be incurred pursuant to Section 10.04 (other than Section (iv)8.02(vii), an amount equal to 100% of the Net Debt Cash Proceeds therefrom in excess of $2.0 million in the aggregate from the Borrowing Date shall be applied on such date as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 4.02(e). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.024.02, within 10 days following one Business Day of each date on or after the Closing Borrowing Date upon which the Borrower or any of the Guarantors receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 5.02(h4.02(e); provided that such proceeds shall be applied first to repay the outstanding principal amount . So long as no Default or Event of Term B-2 Loans (Default then exists and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrowerdo not exceed $1.0 million, such Net Cash Proceeds shall not give rise be required to a mandatory repayment be so applied on such date to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying has delivered a certificate to the Administrative Agent on such date stating that such Net Cash Proceeds shall be used to repay Term B-1 Loans, to deposit all replace or restore any properties or assets in respect of which such Net Cash Proceeds in a segregated account were paid within 365 days following the date of the Borrower over receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended). (e) Each amount applied pursuant to Section 4.01 and each amount required to be applied pursuant to Sections 4.02(a), (b), and (d) in accordance with this Section 4.02(e) shall be applied First, to the payment of all expenses due and payable to the Arranger and to the Administrative Agent has been granted control as collateral for under Section 11.01; Second, to the payment of all remaining Obligations. (g) [Reserved]. (h) With respect expenses due and payable to each repayment the Lenders under Section 11.01; Third, to the payment of Term Loans required by this Section 5.02interest then due and payable on the Loans; and Fourth, to the Borrower may designate the Types of Term Loans payment of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings principal amount of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) The principal amount of each Loan, to the extent then outstanding, shall be repaid at its maturity (whether by acceleration or otherwise). (b) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon which the receipt of Borrower receives any cash proceeds from a Qualified MLP IPOany incurrence by the Borrower of Indebtedness for borrowed money, an amount equal to 100% of the Net IPO Debt Proceeds therefrom of such incurrence shall be applied as a mandatory prepayment on such date in accordance with the requirements of Section 5.02(h3.2(i); provided that up to $5,000,000 of such proceeds shall Net Debt Proceeds from any incurrence by the Borrower of Indebtedness under Section 7.4(ix) need not be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]so applied. (c) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon which the receipt of Borrower receives any cash proceeds from any sale or issuance of its equity, including any preferred stock and any instrument that has both equity-like and debt-like components, an amount equal to 100% of the Net Equity Proceeds of such sale or incurrence issuance of Indebtedness equity shall be applied on such date in accordance with the requirements of Section 3.2(i); provided, that any such Net Equity Proceeds received from the sale or issuance of equity of the Borrower shall not be required to be applied to repay the Loans (i) to the extent that such Net Equity Proceeds are invested by the Borrower in PGE Utility to the extent permitted by clauses (v) and (vi) of Section 7.5, (ii) to the extent that such Net Equity Proceeds are held by the Borrower as cash or Cash Equivalents and thereafter used solely to prepay the Loans in accordance with the requirements of Section 3.2(i) or to make investments in PGE Utility to the extent permitted by clauses (v) and (vi) of Section 7.5, or (iii) to the extent that the Net Equity Proceeds arose in conjunction with the sale by the Borrower (directly or through any of its Subsidiaries) of the Borrower's common stock to the trustee for the PG&E Corporation Retirement Savings Plan, stock option and other equity based incentives under the PG&E Corporation Long Term Incentive Program and the Dividend Reinvestment Plan or the trustee of the PGE Utility Savings Fund Plan. (d) In addition to any other mandatory repayments pursuant to this Section 3.2, (A) on each date on or after the Closing Date upon which (i) PGE Utility conveys, sells, leases, spins-off, transfers or otherwise disposes of assets having a fair market value exceeding (on a cumulative basis, including all prior conveyances, sales, leases, spin-offs, transfers and other dispositions consummated after the Closing Date) $250,000,000 in the aggregate (other than Indebtedness permitted to be incurred pursuant to in connection with a Spin-Off, provided that the Borrower complies with the requirements of Section 10.04 3.8) or (ii) PGE Utility issues (other than as a pro rata dividend) common stock (or options, warrants or other rights to acquire, or securities convertible into, common stock) representing (on a cumulative basis, including all prior such issuances after the Closing Date) over 15% of its issued and outstanding common stock as of the Closing Date, the Borrower shall on such date repay in full the Tranche B Loan, all accrued and unpaid interest thereon and all other amounts owing to the Tranche B Lenders under the Financing Documents; and (B) on each date on or after the Closing Date upon which PGE Utility issues (i) any preferred Capital Stock or (ii) any common stock (or options, warrants or other rights to acquire, or securities convertible into, common stock) representing (on a cumulative basis, including all prior such issuances after the Closing Date) up to 15% of its issued and outstanding common stock as of the Closing Date, an amount equal to 100% of the Net Equity Proceeds thereof shall be applied on such date in accordance with the requirements of Section 3.2(i). (ive) In addition to any other mandatory repayments pursuant to this Section 3.2, (A) on each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Asset Sale by the Borrower, LLC, NEG, Inc. or any NEG Subsidiary (including, without limitation, any Qualified Asset Sale and any sale of the common stock of PGE Utility owned by the Borrower to the extent permitted by Section 7.2(xi)), an amount equal to 100% of the Net Debt Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 3.2(i); provided that such and (B) on each date after the date of a Spin-Off on which the Borrower or any Reorganization Subsidiary receives any cash proceeds from any Asset Sale by the Borrower or any Reorganization Subsidiary, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied first to repay in accordance with the outstanding principal amount requirements of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 3.2(i). (d) [Reserved]. (e) [Reserved]. . (f) In addition to any other mandatory repayments pursuant to this Section 5.023.2, within 10 days following on each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h3.2(i); provided that such proceeds Net Insurance Proceeds shall not be required to be so applied first to repay the outstanding principal amount of Term B-2 Loans extent such Net Insurance Proceeds are (and accrued interest thereoni) in their entirety respect of Recovery Events for one or more Subsidiaries of the Borrower and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received arise from insurance programs maintained by the Borrower in any fiscal year of the Borrower, for such Net Cash Proceeds shall not give rise to a mandatory repayment Subsidiaries to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Insurance Proceeds are made available to, and actually received by, such Subsidiaries; or (ii) utilized to repay Term B-1 Loans, to deposit all repair the damages which resulted in such Net Cash Insurance Proceeds or are reinvested in a segregated account of assets similar to the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With assets with respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans Net Insurance Proceeds were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretionreceived. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt Borrowers, jointly and severally, shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with June 30, 2017, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of Initial Term B-1 Loans equal to $7,452,532.00 and (and accrued interest thereonii) in their entirety and thereafter to on the outstanding Initial Maturity Date for Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon(ii), as the same may be reduced as provided in this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the application of prepayments in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Commitment Agreement, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon which the receipt Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Refinancing Term Loans and Refinancing Notes, an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within five Business Days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans if no Event of Default then exists. Notwithstanding the foregoing, the Lead Borrower may apply all or a portion of such Net Sale Proceeds (i) in the case of ABL Collateral (as defined in the ABL Intercreditor Agreement), to prepay Indebtedness under the ABL Credit Agreement or any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Collateral (as defined in the Intercreditor Agreement) and in the case of revolving borrowings, to the extent accompanied by permanent reductions in commitments with respect thereto or (ii) to reinvest in the purchase of assets useful in the business of the Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, the Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which the Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Lead Borrower or its Restricted Subsidiaries of such Net Sale Proceeds, the Lead Borrower or its Restricted Subsidiaries have not so used all or a portion of such Net Sale Proceeds otherwise required to be applied as a mandatory repayment pursuant to this sentence, the remaining portion of such Net Sale Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other Indebtedness secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 10,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment to the extent that if no Event of Default then exists; provided further that . Notwithstanding the foregoing, the Lead Borrower may apply such Net Insurance Proceeds (i) in the case of ABL Collateral (as defined in the ABL Intercreditor Agreement), to prepay Indebtedness under the ABL Credit Agreement or any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Collateral (as defined in the Intercreditor Agreement) and in the case of revolving borrowings, to the extent accompanied by permanent reductions in commitments with respect thereto or (ii) to reinvest in the purchase of assets useful in the business of the Lead Borrower and its Restricted Subsidiaries within 12 months following the repayment in full date of the Term B-2 Loansreceipt of such proceeds (or, if within such 12-month period, the Lead Borrower may elector any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds) (and, in lieu of applying connection therewith, shall thereafter promptly provide such Net Cash Proceeds other information with respect to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which reinvestment as the Administrative Agent has been granted control may from time to time reasonably request); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, the Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds otherwise required to be applied as collateral for all a mandatory repayment pursuant to this sentence, the remaining Obligationsportion of such Net Insurance Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period, as the case may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(c), (d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by the Lead Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Initial Term Loans at the times provided in this Section 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the relevant Borrower hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of such Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Initial Term Loans pursuant to this Section 5.02 or (ii) to the extent that such Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) The Lead Borrower shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of the Lead Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds must first be offered to prepay Indebtedness under the Second Lien Credit Agreement in accordance with the terms thereof and, if further declined, may be retained by the Lead Borrower in accordance with this Agreement (“Retained Declined Proceeds”).

Mandatory Repayments. (a) In addition The Borrower hereby unconditionally promises to any other mandatory repayments (i)(A) pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan and (B) with respect to each outstanding Letter of Credit that has not been cash collateralized or otherwise addressed pursuant to this Section 5.022.2.1(b), concurrently upon the receipt either (x) cash collateralize such Letter of any cash proceeds from a Qualified MLP IPO, Credit in an amount equal to 100105% of the Net IPO Proceeds therefrom shall be applied aggregate L/C Exposure in respect thereof (or, as a mandatory prepayment applicable, the U.S. Dollar Equivalent of such L/C Exposure with respect to Letters of Credit issued in accordance Alternate Currencies) and subject to documentation reasonably satisfactory to the applicable Issuing Lender or (y) otherwise backstop, cash collateralize or enter into arrangements reasonably satisfactory to the Borrower and the applicable Issuing Lender with respect to such Letter of Credit, in each case, on the requirements of Section 5.02(h); provided that such proceeds shall be applied first Termination Date and (ii) pay to repay the outstanding principal Administrative Agent the then unpaid amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to each Protective Advance on the outstanding principal amount earlier of Term B-2 Loans (and accrued interest thereon)the Termination Date and, if Protective Advances cannot be refinanced by a Loan, upon demand by the Administrative Agent. (b) [Reserved]In the event and on such occasion that the Aggregate Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base, the Borrower shall immediately (A) first, pay any outstanding reimbursement obligations in respect of any L/C Disbursement, (B) second, prepay the Loans and (C) third, cash collateralize the L/C Exposure pursuant to Section 2.2.9, as applicable, in an aggregate amount equal to such excess. (c) In addition At all times during any Cash Dominion Trigger Period, on each Business Day, the Administrative Agent shall apply all funds credited to the Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), (i) first to prepay any other mandatory repayments pursuant Protective Advances that may be outstanding and (ii) second to this Section 5.02, concurrently upon the receipt pay any outstanding reimbursement obligations in respect of any L/C Disbursement, (iii) third to prepay the Loans and (iv) fourth to cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred collateralize the L/C Exposure pursuant to Section 10.04 (other than Section (iv))2.2.9, an amount equal as applicable. Notwithstanding the foregoing, to 100% the extent any funds credited to the Concentration Account constitute Net Available Cash, the application of the such Net Debt Proceeds therefrom Available Cash shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first subject to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 2.3(d). (d) [Reserved]If any Borrowing Base Party receives any Net Available Cash in respect of any Prepayment Event, then the Borrower shall, within one (1) Business Day following its receipt of such Net Available Cash, apply an amount equal to the lesser of (x) 100% of such Net Available Cash and (y) the outstanding principal balance of the Loans (A) first, to prepay any Protective Advances, (B) second, to pay any outstanding reimbursement obligations in respect of any L/C Disbursement, (C) third to prepay the Loans without a corresponding reduction in the Aggregate Commitments and (D) fourth, at all times during a Cash Dominion Trigger Period, to cash collateralize the L/C Exposure in accordance with Section 2.2.9. If any Prepayment Event or disposition, or series of related dispositions, permitted pursuant to Section 6.13(a)(iv) (solely with respect to a transfer of property to a Subsidiary that is not a Loan Party) or Section 6.13(a)(v) occurs with respect to assets or property included in Borrowing Base with an aggregate value of greater than $1,000,000, deliver an updated Borrowing Base Certificate giving pro forma effect to such Prepayment Event or disposition (including, with respect to any disposition permitted pursuant to Section 6.13(a)(v), the replacement of such disposed assets with assets of a similar type and value, or otherwise useful in the business of the Borrower or one of the Subsidiaries). (e) [Reserved]If, as of the end of any Wednesday, the Parent and its Domestic Subsidiaries have Domestic Excess Cash as of the end of such day, then on the next Business Day, the Borrower shall prepay Loans in an amount equal to the lesser of (i) 100% of such Domestic Excess Cash as of the end of such immediately preceding Business Day and (ii) the aggregate principal amount of Loans then outstanding. (f) In addition to If, as of the end of any other mandatory repayments pursuant to this Section 5.02Wednesday, within 10 days following each date the Parent and its Wholly-Owned Subsidiaries have Global Excess Cash as of the end of such day, then on or after the Closing Date upon which next Business Day, the Borrower receives any cash proceeds from any Recovery Event, shall prepay Loans in an amount equal to the lesser of (i) 100% of such Global Excess Cash as of the Net Cash Proceeds from end of such Recovery Event shall be applied as a mandatory repayment in accordance with immediately preceding Business Day and (ii) the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsoutstanding. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are Amounts to be repaid and, applied in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans connection with prepayments made 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing 2.3 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 repayment of the Loans in accordance with Section 2.11. Each repayment of the Loans under this Section 2.3 shall be accompanied by accrued interest to the date of such designation in its sole discretion. (i) In addition to repayment on the amount prepaid and any other mandatory repayments amounts owing pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans3.3.

Mandatory Repayments. (a) In addition Borrower shall repay all outstanding Obligations on the earliest to any other mandatory repayments occur of (i) the Maturity Date, (ii) a Change of Control, and (iii) the date on which Borrower terminates the Commitment pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)2.6. (b) [Reserved]Borrower shall immediately prepay the principal amount of each Advance on the date of closing of the Whole Loan Sale of the specific Mortgage Loan(s) supporting such Advance. The proceeds of any such sale, unless otherwise directed by Lender to writing, shall be paid directly to Lender (and Borrower shall so notify each Approved Investor of this requirement) by wire transfer to the Investor Funding Account, pursuant to the wire transfer instructions set forth on Exhibit F. Such wire, among other things, shall --------- specify Borrower's name, the last name(s) of each Obligor and loan number(s) for the applicable Mortgage Loan(s); provided, however, Lender may change the wire -------- ------- transfer instructions from time to time. Lender shall have the sole right of withdrawal with regard to funds from time to time in the Investor Funding Account. (c) In addition to Notwithstanding any other mandatory repayments pursuant provisions of this Agreement, Borrower shall immediately prepay: (i) (A) Sublimit A Advances to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of extent that the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the aggregate outstanding principal amount of Term B-2 Loans Sublimit A Advances exceeds the maximum amount of Sublimit A, (and accrued interest thereonB) in their entirety and thereafter Sublimit B Advances to the extent that the aggregate outstanding principal amount of Term B-1 Sublimit B Advances exceeds the maximum amount of Sublimit B, (C) Sublimit C Advances to the extent that the aggregate outstanding principal amount of Sublimit C Advances exceeds the maximum amount of Sublimit C, (D) Sublimit D Advances to the extent that the aggregate outstanding principal amount of Sublimit D Advances exceeds the maximum amount of Sublimit D, and (ii) Advances to the extent that the aggregate outstanding principal amount of such Advances exceeds the Commitment. Further, Borrower shall immediately upon demand pay to Lender all amounts necessary from time to time to compensate for any resulting deficiency between the proceeds of sale of the Mortgage Loans (and accrued interest thereon)the principal amount advanced under the Line of Credit related to such Mortgage Loans. (d) [Reserved]Notwithstanding any other provision of this Agreement, Lender shall not be required to accept or to continue to hold as security for repayment of Advances under Section 4.3 any Mortgage Loan which (i) has aged more than the length of the Warehouse Period, unless specifically agreed otherwise by Lender in its sole and absolute discretion and on a case-by-case basis, (ii) is deemed unsatisfactory for purchase by the applicable Approved Investor or for pooling and issuance of a Mortgage-Backed Security either by the Certificating Custodian or the pool sponsor, except as provided in Section 4,4(d) below, (iii) remains in default for a period in excess of thirty (30) days or (iv) has not been paid for in full within twenty-one (21) days after shipment to an Approved Investor unless said Mortgage Loan and all applicable documents relating thereto have been returned to Lender within said 21-day time period, and, in any such case, Borrower shall immediately repay to Lender any Advances made with respect to such Mortgage Loan, together with all accrued and unpaid interest thereon. In addition, in the case of any Mortgage Loan funded under a Sublimit D Advance and not repaid in full within one hundred and eighty (180) days after the date of funding, Borrower shall immediately repay to Lender twenty-five percent (25%) of the amount funded under such Sublimit D Advance, together with all accrued and unpaid interest thereon. Borrower further agrees that if Lender specifically agrees in its sole and absolute discretion and on a case-by-case basis to accept or to continue to hold a Mortgage Loan which has aged more than the length of the Warehouse Period, Borrower shall repay to Lender the related Advance on Lender's demand, or if no demand for payment is made, in accordance with the payment schedule specified therefore by Lender (which payment schedule may require periodic reductions of the principal amount of such Advance). (e) [Reserved]. Mortgage Loans held by Lender as security for the Obligations which have been sold to private investors will be "market-to-market" as market conditions dictate, in order to determine a current market value (f) In addition "Market Value"). If at any time the current Market Value of any Mortgage Loan, as determined by Lender, is less than the amount of the Advance for such Mortgage Loan, Lender will have the right to any other mandatory repayments pursuant require Borrower to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, pay to Lender an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as excess. Upon telephonic notification by 12:00 noon on a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first Banking Day to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 required payment described in the preceding sentence, Borrower agrees to wire funds to Lender in the Administrative Agent shall, subject amount of such excess on the next Banking Day. Such payment will be applied by Lender against the current outstanding principal balance owed to the above, make such designation in its sole discretionLender hereunder. (if) In addition to Notwithstanding any other mandatory repayments pursuant provisions of this Agreement, Borrower shall, to this Section 5.02, all then the extent that the aggregate outstanding Term Loans balance of any Tranche of Term Loans shall be repaid in full Sublimit A Advances (as measured on a monthly basis on the Maturity Date last Banking Day of each month) exceeds ninety-eight and one-half percent (98.5%) of the price to be paid under the applicable Investor Commitments for such Tranche Sublimit A Mortgage Loans, as reflected in the most recent Secondary Market Report received by Lender, immediately pay to Lender an amount equal to such excess. Upon telephonic notification by 12:00 noon on a Banking Day to Borrower, of Term Loansa required payment described in the preceding sentence. Borrower agrees to wire funds to Lender in the amount of such excess on the next Banking Day. Such payment will be applied by Lender against the current outstanding principal balance of the Sublimit A Advances owed to Lender hereunder.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).[Reserved] (b) [Reserved]If the Borrower or any Subsidiary shall incur any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 7.1), one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or such Subsidiary from such incurrence shall be paid to the Administrative Agent on the date of receipt of the proceeds thereof by the Borrower or such Subsidiary as a mandatory payment of the Loans. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section 2.12(b) shall authorize the Borrower or any Subsidiary to incur any Indebtedness except to the extent permitted by this Agreement. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness One hundred percent (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% %) of the Net Debt Cash Proceeds therefrom shall be applied as a mandatory repayment from any Disposition by any Loan Party made after the Closing Date which (together with the Net Cash Proceeds from all other Dispositions which were not reinvested in accordance with the requirements following sentence) exceed $50,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of Sections 5.02(hreceipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Disposition or on the date of, or any date after such Disposition and prior to, any reinvestment permitted pursuant to this clause (c)(i), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Disposition Reinvestment Amount”), in productive assets of a kind then used or usable in the business of the Loan Parties, within one (1) year after the date of such Disposition (provided that such one (1) year period will be extended by an additional one hundred seventy-five (175) days if such Loan Party has committed (and only for so long as such commitment is not cancelled or terminated), prior to the date that is one (1) year after the date of such Disposition, pursuant to a legally binding written agreement to reinvest the Disposition Reinvestment Amount in productive assets of a kind then used or usable in the business of the Loan Parties during such additional one hundred seventy-five (175) day period); provided that pending any such proceeds reinvestment, such Disposition Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Disposition Reinvestment Amount is not reinvested by the applicable Loan Party as permitted pursuant to the foregoing sentence within the time periods provided, or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Disposition Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (c) shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans Obligations in the order set forth in Section 2.12(g). Nothing in this clause (and accrued interest thereon)c) shall authorize the Borrower or any Subsidiary to effect any Disposition except to the extent permitted by this Agreement. (d) [Reserved]With respect to any Event of Loss of any Loan Party occurring on or after the Closing Date, one hundred percent (100%) of the Net Cash Proceeds from any such Event of Loss which (together with the Net Cash Proceeds from all other Events of Loss which were not reinvested in accordance with the following sentence) exceed $10,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of receipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Event of Loss or on the date of, or any date after such Event of Loss and prior to, any reinvestment pursuant to this clause (d), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Event of Loss Reinvestment Amount”), to repair or replace the assets subject to such Event of Loss, within one (1) year after the date of such Event of Loss (provided that such one (1) year period will be extended by an additional one hundred seventy-five (175) days if such Loan Party has committed (and only for so long as such commitment is not cancelled or terminated), prior to the date that is one (1) year after the date of such Event of Loss, pursuant to a legally binding written agreement to reinvest the Event of Loss Reinvestment Amount in productive assets of a kind then used or usable in the business of the Loan Parties during such additional one hundred seventy-five (175) day period); provided that pending any such reinvestment, such Event of Loss Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Event of Loss Reinvestment Amount is not reinvested by such Loan Party as permitted by the foregoing sentence within the time periods provided or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Event of Loss Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (d) shall be applied to the Obligations in the order set forth in Section 2.12(g). (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (hg) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing Any payment due hereunder shall be applied pro rata among such first, to repay the principal installments of the Term Loans if and to the extent provided for in the applicable Incremental Amendment, second, to repay outstanding Swingline Loans and third to repay outstanding Revolving Loans. In Notwithstanding the absence foregoing, if an Event of a designation Default exists, all Net Cash Proceeds shall be applied in the manner set forth in Section 2.27(b). The Aggregate Revolving Commitments of all Lenders shall not be permanently reduced by the Borrower as described in amount of any payment of the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to Swingline Loans or Revolving Loans due under this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans2.12.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory repayment prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the requirements terms hereof) unless such application would result in the holders of Section 5.02(h); provided that such proceeds shall be applied first to repay Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term B-2 Loans (and accrued interest thereonOther Applicable Indebtedness at such time) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the Borrower in extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any fiscal year such Net Cash Proceeds, the declined amount of the Borrower, such Net Cash Proceeds shall not give rise promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to a mandatory repayment prepay Term Loans in accordance with the terms hereof (to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds would otherwise have been required to repay Term B-1 Loansbe applied if such Other Applicable Indebtedness was not then outstanding). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to deposit all such Net Cash Proceeds in the next foureight (48) scheduled installments of principal of any Term Loans on a segregated account pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower. (e) The Borrower over which shall deliver to the Administrative Agent has been granted control (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries. (f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as collateral for all remaining Obligationsreasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.025.2, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Fixed Rate Term Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Fixed Rate Term Loans were made, ; provided that: (i) repayments of LIBO Fixed Rate Term Loans pursuant to this Section 5.02 5.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Fixed Rate Term Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (iiy) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt Borrowers shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with June 30, 2021, an aggregate principal amount equal to 100% of $1,625,000 and (ii) on the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with Initial Maturity Date for Initial Term Loans, the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of all Initial Term B-1 Loans that remain outstanding on such date (and accrued interest thereoneach such repayment described in clauses (i) through (ii), as the same may be reduced as provided in their entirety and thereafter to this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the outstanding principal amount application of Term B-2 Loans (and accrued interest thereonprepayments or otherwise in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Amendment, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the First Restatement Effective Date upon the receipt which Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (ivRefinancing Term Loans and Refinancing Notes)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the First Restatement Effective Date upon which Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $27,000,000 in the aggregate of such Net Sale Proceeds received by Lead Borrower and its Restricted Subsidiaries in any fiscal year of Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans. Notwithstanding the foregoing, Lead Borrower or such Restricted Subsidiary may apply all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or such Restricted Subsidiary of such Net Sale Proceeds, Lead Borrower or such Restricted Subsidiary has not so used all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable ECF Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing First Restatement Effective Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 27,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment. Notwithstanding the foregoing, Lead Borrower may apply such Net Insurance Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds that no Event would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of Default then exists; provided further such Net Insurance Proceeds that following the would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in full accordance with the requirements of Sections 5.02(g) and (h) on the Term B-2 Loans, the Borrower may elect, in lieu last day of applying such Net Cash Proceeds to repay Term B-1 Loans12month (or, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which extent applicable, 18-month) period, as the Administrative Agent has been granted control as collateral for all remaining Obligationscase may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to prepay Term Loans in accordance with clause (d) or (f) above may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by Lead Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance 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 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of Lead Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Term Loans pursuant to this Section 5.02 or (ii) to the extent that Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) The Borrowers shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of Lead Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled.

Mandatory Repayments. (ai) In addition All Net Cash Proceeds from the sale or casualty or condemnation loss of any Collateral or other assets of any Borrower Party (other than (A) the sale of Inventory in the ordinary course of business (B) other asset dispositions in a aggregate amount not to exceed $2,500,000 per fiscal year and (C) solely with respect to assets that do not constitute Collateral, such Net Cash Proceeds that are required to be paid in connection with any other mandatory repayments pursuant to this Section 5.02, concurrently upon the Funded Debt permitted hereunder) shall be paid within three (3) Business Days of receipt of any cash the proceeds from a Qualified MLP IPO, an amount equal to 100% of thereof by the Net IPO Proceeds therefrom shall be applied Borrower Parties as a mandatory prepayment payment of the Obligations. So long as no Event of Default exists, all such Net Cash Proceeds (other than Net Cash Proceeds from the sale of Inventory in accordance with the requirements ordinary course of Section 5.02(h); provided that such proceeds business or other asset dispositions in an aggregate amount not to exceed $2,500,000 per fiscal year) shall be applied first to repay outstanding Agent Advances, second to outstanding Swing Loans and then to repay outstanding Revolving Loans. So long as no Event of Default exists, all such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a). Notwithstanding the foregoing, if an Event of Default exists, all such Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(b). The Revolving Loan Commitment shall not be permanently reduced by the amount of any payment of the Agent Advances, Swing Loans or Revolving Loans due under this Section 2.6(b)(i). (ii) Within three (3) Business Days of the date of receipt by any Borrower Party, any of its Subsidiaries, or the Administrative Agent of any proceeds of any Eligible Life Insurance Policy, whether such proceeds are received as a result of the death of a Person covered thereby, the surrender and termination of such policy, a policy loan taken out under such policy, or otherwise, 100% of such proceeds shall be used first to prepay the outstanding principal amount of Term B-1 Loans (and accrued interest thereonthe Obligations in the manner set forth in Section 2.11(a) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)2.11(b), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (applicable, and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 shallsecond, subject to the aboveterms of any applicable Life Insurance Assignment, make such designation in its sole discretion. (iany additional proceeds shall be returned to the Borrowers. The provisions of this Section 2.6(b)(ii) In addition shall not be deemed to constitute consent to any other mandatory repayments pursuant to action otherwise prohibited by the terms and conditions of this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansAgreement.

Mandatory Repayments. The Loans shall be repaid in the amounts and under the circumstances set forth below, all such repayments to be applied as set forth below or as more specifically provided in subsection 2.4A(iv); provided, however, that no such repayments under subsections 2.4A(iii)(a)-(f) shall be required unless, at the time when such repayment would otherwise be required but for this proviso, the Cash Management System has been activated pursuant to subsection 6.9B with respect to any Deposit Account and has not been de-activated pursuant to such subsection with respect to all such Deposit Accounts: (a) In addition to Repayments From Net Asset Sale Proceeds. No later than the date of receipt by Holdings or any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of its Domestic Subsidiaries of any cash proceeds from a Qualified MLP IPONet Asset Sale Proceeds in respect of any Asset Sale, the Company shall either (1) repay the Loans in an aggregate amount equal to 100% such Net Asset Sale Proceeds or (2) (x) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, (y) so long as such Net Asset Sale Proceeds are not derived from bulk sales of Inventory by the Company or any of its Domestic Subsidiaries, and (z) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the date of determination do not exceed $100,000,000, deliver to the Administrative Agent an Officer's Certificate setting forth (I) that portion of such Net Asset Sale Proceeds that the Company or such Domestic Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of the Company and its Subsidiaries within 180 days of such date of receipt and (II) the proposed use of such portion of the Net IPO Asset Sale Proceeds therefrom and such other information with respect to such reinvestment as the Administrative Agent may reasonably request, and the Company shall, or shall be cause such Domestic Subsidiary or one or more of the Subsidiary Guarantors to, apply such portion promptly and diligently (and, in any event, within such 180-day period) to such reinvestment purposes. In addition, the Company shall, no later than 180 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as a mandatory prepayment provided above, make an additional repayment of the Loans in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal full amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)all such Net Asset Sale Proceeds. (b) [Reserved]. (c) In addition Repayments from Net Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by the Collateral Agent or by Holdings or any of its Domestic Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to any other mandatory repayments be applied to repay the Loans pursuant to this Section 5.02the provisions of subsection 6.4C, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), Company shall repay the Loans in an aggregate amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsInsurance/Condemnation Proceeds. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition If any Indebtedness shall be incurred by Holdings or any of its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred in accordance with Section 8.01 (excluding Section 8.01(c) and any other mandatory repayments Indebtedness incurred pursuant to this Section 5.022.17)), concurrently upon not later than one Business Day after the receipt incurrence of any cash proceeds from a Qualified MLP IPOsuch Indebtedness, an amount equal to 100% of the Net IPO Cash Proceeds therefrom thereof shall be applied toward the prepayment of the Term Loans as a mandatory prepayment set forth in accordance with the requirements of this Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)4.02. (b) [Reserved]If, for any Excess Cash Flow Period, there shall be Excess Cash Flow for such Excess Cash Flow Period in excess of $5,000,000, an amount equal to the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over the sum of (ii) with respect to the following subclauses (v), (w), (x), (y) and (z), to the extent not funded with the proceeds Indebtedness (other than a revolving line of credit) or equity, the aggregate principal amount of all (v) optional prepayments of Term Loans (other than Loans Cancelled pursuant to Section 12.04) made during such Excess Cash Flow Period, (w) optional prepayments of Second Lien Loans (other than Second Lien Loans cancelled pursuant to Section 12.04 of the Second Lien Credit Agreement) made during such Excess Cash Flow Period, (x) Loans acquired by a Permitted Auction Purchaser and which have been Cancelled during such Excess Cash Flow Period, (y) ABL Facility Loans, but only to the extent accompanied by a concurrent and concomitant permanent reduction of the commitment and (z) amounts actually paid by Holdings and any of its Restricted Subsidiaries in cash after the end of such Excess Cash Flow Period and prior to the relevant Excess Cash Flow Application Date for Consolidated Capital Expenditures and earn-outs (or other similar payment obligations) with respect to the Closing Date Acquisition (without duplication of any amounts deducted from Excess Cash Flow for such Excess Cash Flow Period pursuant to subclauses (b)(ii)(B), (b)(iii)(B) or (b)(xvii) of the definition of “Excess Cash Flow”), any Permitted Acquisition or any other Investment permitted hereunder, in each case, other than to the extent financed with proceeds from Indebtedness (other than a revolving line of credit) or equity, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 4.02; provided that the amount pursuant to this Section 4.02(b) shall be no less than $0. Each such prepayment shall, commencing with the fiscal year ending December 31, 2019, be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of Borrower referred to in Section 7.01(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) In addition to If on any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event (excluding in respect of any cash proceeds from any issuance or incurrence Net Cash Proceeds of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)ABL Priority Collateral), an amount then 100% (or, if the Total Secured Net Leverage Ratio on a Pro Forma Basis as of the applicable date of determination is (i) less than or equal to 1004.50:1.00 but greater than 4.25:1.00, 50%, (ii) less than or equal to 4.25:1.00 but greater than 4.00:1.00, 25% and (iii) less than or equal to 4.00:1.00, 0%) of the such Net Debt Cash Proceeds therefrom shall be applied as a mandatory repayment within 10 Business Days of such date to prepay outstanding Term Loans in accordance with this Section 4.02; provided, that the requirements Borrower shall have the option, directly or through one or more of Sections 5.02(h)its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one year period) in assets used in or useful in the business of the Borrower and its Restricted Subsidiaries; provided provided, further, that all such proceeds shall Net Cash Proceeds not so reinvested within such period must be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereonin accordance with this Section 4.02(c) in their entirety and thereafter without giving effect to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)proviso herein. (d) [Reserved]. (e) [Reserved]. Amounts to be applied in connection with prepayments made pursuant to Section 4.02(a), (fb) In addition and (c) shall be applied without premium or penalty to each Tranche of Term Loans on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Tranche of Term Loans (other than the Initial Term Loans), in a manner that provides for more favorable prepayment treatment of other Tranches of Term Loans, so long as each other such Tranche receives its pro rata share of any amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Tranche receiving less than such pro rata share) (other mandatory repayments than a prepayment of Term Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (y) Indebtedness Incurred under Section 8.01(c), which, in each case, shall be applied to the Tranche of Term Loans being Refinanced pursuant thereto). Amounts to be applied to a Tranche of Term Loans in connection with prepayments made pursuant to this Section 5.02, within 10 days following each date on or after 4.02 shall be applied to the Closing Date upon which remaining scheduled installments with respect to such Tranche of Term Loans as directed by the Borrower receives (or, if the Borrower has not made such designation, in direct order of maturity). Notwithstanding anything herein to the contrary, with respect to any cash proceeds from any Recovery Eventprepayment under Section 4.02(c), an amount equal to 100% the Borrower may use a portion of the Net Cash Proceeds from to prepay or repurchase Permitted Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 8.01(c) and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required or permitted pursuant to the terms of the documentation governing such Recovery Event Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 4.02(c) shall be applied as deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a mandatory repayment in accordance with fraction, the requirements numerator of Section 5.02(h); provided that such proceeds shall be applied first to repay which is the outstanding principal amount of Term B-2 Loans required to be prepaid pursuant to Section 4.02(c) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 4.02(c). (and accrued interest thereonf) in their entirety and thereafter The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 4.02 not less than three Business Days prior to the date such prepayment is required to be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Term B-1 Loans; provided furtherLoan (or portion thereof) to be prepaid and (iii) the Class and Type of each Term Loan being prepaid. The Administrative Agent will promptly notify each Lender holding Term Loans of each Tranche being prepaid of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of the respective Tranche of Term Loans subject to such repayment. Each such Lender holding Term Loans under a Tranche may, however, with respect to no more than $15,000,000 except in the aggregate case of any repayment of Term Loans with proceeds of Indebtedness Incurred pursuant to Section 8.01(c) or Indebtedness Incurred pursuant to Section 2.17, reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans of such Net Cash Proceeds received Tranche required to be made pursuant to this Section 4.02 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower in no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment (“Initial Rejection Notice Deadline”). Each Rejection Notice from a given Lender holding Term Loans under a Tranche shall specify the principal amount of the mandatory repayment of Term Loans of such Tranche to be rejected by such Lender. If a Lender holding Term Loans under a Tranche fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans of such Tranche to be rejected, any fiscal year such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans of such Tranche to which such Lender is otherwise entitled. At the option of the Borrower, such Net Cash any Declined Proceeds shall not give rise with respect to a mandatory repayment Tranche of Term Loans may be offered within 10 Business Days of the Initial Rejection Notice Deadline to the extent that no Event Lenders holding Term Loans of Default then exists; provided further that following such Tranche not so declining such repayment on a pro rata basis in accordance with the repayment in full principal amounts of the Term B-2 Loans, Loans under such Tranche of such Lenders (with such non-declining Lenders having the right to decline any repayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds following an offer from the Borrower may electpursuant to the immediately preceding sentence, any such Declined Proceeds remaining thereafter must be offered to the Second Lien Lenders on a pro rata basis (with such Second Lien Lenders having the right to decline any repayment with Declined Proceeds at the time and in lieu the manner specified by the Second Lien Administrative Agent). To the extent such Second Lien Lenders elect to decline their pro rata share of applying such Net Cash Declined Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of following an offer from the Borrower over which pursuant to the Administrative Agent has been granted control as collateral for all immediately preceding sentence, any such Declined Proceeds remaining Obligationsthereafter (“Remaining Declined Proceeds”) shall increase the Available Amount. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.024.02, the Borrower may designate the Classes and Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Rate Term LIBOR Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Rate Term LIBOR Loans were made, provided that: (i) unless the Borrower complies with the provisions of Section 2.12, repayments of LIBO Rate Term LIBOR Loans pursuant to this Section 5.02 4.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term LIBOR Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR 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 Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans. Notwithstanding the foregoing, at the election of the Borrower, the amount of any prepayment of Term Loans required under this Section 4.02 may be deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and applied to the prepayment of LIBOR Loans upon the expiration of the applicable Interest Period; provided, further, that if an Event of Default has occurred and is continuing, the Administrative Agent may, and upon the written direction from the Required Lenders, shall, apply any or all of such amounts then on deposit in such escrow account to the payment of such Loans, together with any amounts owing to the Lenders in accordance with the provisions of Section 2.12. 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. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt Borrowers shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with December 2018, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of Initial Term B-1 Loans equal to $1,000,000 and (and accrued interest thereonii) in their entirety and thereafter to on the outstanding Initial Maturity Date for Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans that remain outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon(ii), as the same may be reduced as provided in this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the application of prepayments or otherwise in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Amendment, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon the receipt which Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (ivRefinancing Term Loans and Refinancing Notes)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $22,500,000 in the aggregate of such Net Sale Proceeds received by Lead Borrower and its Restricted Subsidiaries in any fiscal year of Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans. Notwithstanding the foregoing, Lead Borrower or such Restricted Subsidiary may apply all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or such Restricted Subsidiary of such Net Sale Proceeds, Lead Borrower or such Restricted Subsidiary has not so used all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable ECF Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 22,500,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment. Notwithstanding the foregoing, Lead Borrower may apply such Net Insurance Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds that no Event would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of Default then exists; provided further such Net Insurance Proceeds that following the would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in full accordance with the requirements of Sections 5.02(g) and (h) on the Term B-2 Loans, the Borrower may elect, in lieu last day of applying such Net Cash Proceeds to repay Term B-1 Loans12-month (or, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsextent applicable, 18-month) period. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(c) (other than Refinancing Term Loans and Refinancing Notes), (d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to prepay Term Loans in accordance with clause (d) or (f) above may instead be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments with the proceeds of Refinancing Term Loans and Refinancing Notes pursuant to Section 5.02(c) shall be applied to the appropriate Tranche or Tranches of Term Loans selected by Lead Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, an amount equal to the portion of such Net Sale Proceeds, Net Insurance 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 5.02 so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any portion of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, an amount equal to such portion of such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the Term Loans pursuant to this Section 5.02 or (ii) to the extent that Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax costs, an amount equal to such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans pursuant to this Section 5.02. (k) The Borrowers shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of Lead Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds may be retained by the Borrowers in accordance with this Agreement.

Mandatory Repayments. (a) On any day on which the aggregate outstanding principal amount of all Loans exceeds the Total Commitment as then in effect, the Borrower shall repay the principal of Loans in an amount equal to such excess plus any amounts required pursuant to Section 1.10. (b) In addition to any other mandatory repayments required pursuant to this Section 5.023.03, concurrently upon but without duplication, on (i) the receipt Business Day following the date of any cash Collateral Disposition involving an Initial 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 an Initial 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 from relating to such Event of Loss, the Borrower shall be required to (x) provide an Acceptable Replacement Vessel as Collateral pursuant to a Qualified MLP IPO, Vessel Exchange or (y) permanently reduce the Facility Amount by an amount equal to 100% the then Total Commitment, multiplied by a fraction, the numerator of which is the most recent Appraised Value of the Net IPO Proceeds therefrom shall be applied Initial Vessel or Acceptable Replacement Vessel, as a mandatory prepayment in accordance with the requirements case may be, subject to such Collateral Disposition or Event of Section 5.02(h); provided that such proceeds shall be applied first to repay Loss, and the outstanding principal amount denominator of Term B-1 Loans (which is the aggregate of the most recent Appraised Value of all Initial Vessels and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]all Acceptable Replacement Vessels. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.023.03(a), the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were mademade that are to be repaid, provided that: that (i) repayments of LIBO Rate Term all 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been shall be paid in full; full prior to the payment of any other Loans and (ii) each repayment of any Term Loans made pursuant to comprising 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 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. (id) In addition Notwithstanding anything to any other mandatory repayments pursuant to the contrary contained elsewhere in this Section 5.02Agreement, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansDate.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).[Reserved] (b) [Reserved]If the Borrower or any Subsidiary shall incur any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 7.1), one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or such Subsidiary from such incurrence shall be paid to the Administrative Agent on the date of receipt of the proceeds thereof by the Borrower or such Subsidiary as a mandatory payment of the Loans. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section 2.12(c) shall authorize the Borrower or any Subsidiary to incur any Indebtedness except to the extent permitted by this Agreement. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness One hundred percent (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% %) of the Net Debt Cash Proceeds therefrom shall be applied as a mandatory repayment from any Disposition by any Loan Party made after the Closing Date which (together with the Net Cash Proceeds from all other Dispositions which were not reinvested in accordance with the requirements following sentence) exceed $25,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of Sections 5.02(hreceipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Disposition or on the date of, or any date after such Disposition and prior to, any reinvestment permitted pursuant to this clause (c), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Disposition Reinvestment Amount”), in productive assets of a kind then used or usable in the business of the Loan Parties, within one year after the date of such Disposition; provided that pending any such proceeds reinvestment, such Disposition Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Disposition Reinvestment Amount is not reinvested by the applicable Loan Party as permitted pursuant to the foregoing sentence prior to the last day of such one year period, or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Disposition Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (c) shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section shall authorize the Borrower or any Subsidiary to effect any Disposition except to the extent permitted by this Agreement. (d) [Reserved]With respect to any Event of Loss of any Loan Party occurring on or after the Closing Date, one hundred percent (100%) of the Net Cash Proceeds from any such Event of Loss which (together with the Net Cash Proceeds from all other Events of Loss which were not reinvested in accordance with the following sentence) exceed $10,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of receipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Event of Loss or on the date of, or any date after such Event of Loss and prior to, any reinvestment pursuant to this clause (d), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Event of Loss Reinvestment Amount”), to repair or replace the assets subject to such Event of Loss, within one year after the date of such Event of Loss; provided that pending any such reinvestment, such Event of Loss Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Event of Loss Reinvestment Amount is not reinvested by such Loan Party as permitted by the foregoing sentence prior to the last day of such one year period or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Event of Loss Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (d) shall be applied to the Obligations in the order set forth in Section 2.12(g) below. (e) [Reserved]. (f) In addition Commencing with the Fiscal Year ending December 31, 2016 (it being understood and agreed that there shall be no prepayment required under this clause (f) with respect to any other mandatory repayments pursuant to this Section 5.02the Fiscal Year ending December 31, within 10 days following 2014 or December 31, 2015) and for each date on or after Fiscal Year thereafter, if the Closing Date upon which Total Net Leverage Ratio of the Borrower receives as of the last day of any cash proceeds from any Recovery Eventsuch Fiscal Year is greater than 3.00 to 1.00, the Borrower shall pay or cause to be paid to the Administrative Agent, no later than the 95th day following the last day of such Fiscal Year an amount equal to 10050% of the Net difference of (i) Excess Cash Proceeds from Flow for such Recovery Event Fiscal Year minus (ii) any voluntary prepayments applied to the Term Loans in such Fiscal Year which are not financed with Indebtedness. All such payments shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 Obligations in the aggregate of such Net Cash Proceeds received by the Borrower order set forth in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsSection 2.12(g) below. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing Any payment due hereunder shall be applied first, to repay the principal installments of the Term Loans owing under Section 2.9(c) pro rata among such in direct order of maturity for the next eight scheduled payments pursuant to Section 2.9(c) following the applicable payment, second, to repay Term Loans on a pro rata basis (and applied to principal installments owing under Section 2.9(c) on a pro rata basis (including the final installment due and payable on the Term Loan Maturity Date)), third, to repay outstanding Swingline Loans and fourth to repay outstanding Revolving Loans. In Notwithstanding the absence foregoing, if an Event of a designation Default exists, all Net Cash Proceeds shall be applied in the manner set forth in Section 2.27(b). The Aggregate Revolving Commitments of all Lenders shall not be permanently reduced by the Borrower as described in amount of any payment of the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to Swingline Loans or Revolving Loans due under this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans2.12.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom The Borrower shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance immediately deposit or incurrence of Indebtedness (other than Indebtedness permitted cause to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of deposited directly into the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Advance Account all Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans Asset Sales (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherother than, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that if no Event of Default then exists; provided further that following , Net Cash Proceeds from Asset Sales permitted by Section 10.02(iv), (v), (vi), (viii), (x) or (xiv)), all distributions made by EMSL or the Mexican JV to any Credit Party, and all proceeds of EMSL Loans, and all such deposited amounts shall be applied to the repayment in full of the Term B-2 LoansObligations, the Borrower may elect, in lieu of applying provided that if such Net Cash Proceeds to repay Term B-1 LoansProceeds, to deposit payments and/or distributions result from the disposition of Vessels that are owned by EMSL or Trico Marine International or if such proceeds are proceeds of the EMSL Loans (all such Net Cash Proceeds, payments, distributions and/or loan proceeds referred to in this proviso, collectively, the “Specified Proceeds”), then, so long as no Event of Default shall have occurred and be continuing, all Specified Proceeds received from and after the Effective Date (measured on an aggregate basis) shall be applied in a segregated account the following order: (i) the first $15,000,000 of Specified Proceeds (or portion thereof) shall remain in the Advance Account and shall be available to be used by the Borrower for working capital needs in accordance with the Approved Budget and this Agreement; (ii) the next $1,250,000 (or portion thereof) of Specified Proceeds shall be applied to the repayment of the Obligations (unless the Required Lenders otherwise consent in writing to permit such amounts to remain in the Advance Account to be used by the Borrower over which for working capital needs in accordance with the Administrative Agent has been granted control Approved Budget and this Agreement); (iii) the next $3,750,000 (or portion thereof) of Specified Proceeds shall remain in the Advance Account and shall be available to be used by the Borrower for working capital needs in accordance with the Approved Budget and this Agreement; (iv) the next $5,000,000 (or portion thereof) of Specified Proceeds shall be applied as collateral follows: 50% of such Specified Proceeds shall be applied to the repayment of the Obligations (unless the Required Lenders otherwise consent in writing to permit such amounts to remain in the Advance Account to be used by the Borrower for working capital needs in accordance with the Approved Budget and this Agreement) and 50% of such Specified Proceeds shall remain in the Advance Account and shall be available to be used by the Borrower for working capital needs in accordance with the Approved Budget and this Agreement; and (v) thereafter, all remaining Specified Proceeds shall be applied to the repayment of the Obligations. (gb) [Reserved]. (h) With respect to each repayment of Term Loans Mandatory prepayments required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing shall be applied first to the payment of all fees and expenses of Agent and the Lenders (excluding the Exit Fee required pursuant to Section 5.05), then to all accrued and unpaid interest on the Loans that are prepaid through the date of such prepayment, and then, pro rata among such Term Loans. In to outstanding principal and the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject related Exit Fee required pursuant to the above, make such designation in its sole discretionSection 5.05. (ic) In addition Notwithstanding anything to any other mandatory repayments pursuant to the contrary contained elsewhere in this Section 5.02Agreement, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loanstogether with the Exit Fee required pursuant to Section 5.05.

Mandatory Repayments. At any time any of the Obligations under Credit B are outstanding, the Borrowers shall make additional payments of Outstanding Principal under Credit B to the Lender, as follows: (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% the Net Proceeds in excess of $500,000 in the aggregate from any Asset Disposition by the Consolidating Loan Parties (other than the sale of inventory in the ordinary course of business and for the purpose of carrying on the same) in any Fiscal Year shall be used to repay Outstanding Principal under Credit B (to be applied in inverse order of maturity) within ten (10) Business Days of receipt, except to the extent that the Net Proceeds from such Asset Disposition are reinvested (other than in cash or Cash Equivalents) in the Business within ninety (90) days of the receipt of such Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).Proceeds; (b) [Reserved].an amount equal to the Net Proceeds from the incurrence of any Funded Debt or the issuance of Shares by the Consolidating Loan Parties shall be used to repay Outstanding Principal under Credit B (to be applied in inverse order of maturity) within ten (10) Business Days after receipt; and (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% all proceeds of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter insurance claims payable to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02Consolidating Loan Parties and, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventfor greater certainty, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds excluding amounts received by the Borrower Consolidating Loan Parties from an insurer in respect of third party liability coverage (including, without limitation, coverage for director and officer liability) in respect of any fiscal year of the BorrowerProperty of the Consolidating Loan Parties ("Insurance Proceeds"), such Net Cash Proceeds shall not give rise be used to a mandatory repayment repay Outstanding Principal under Credit B (to be applied in inverse order of maturity) within ten (10) Business Days after receipt, except to the extent that no Event of Default then exists; provided further that following the repayment Insurance Proceeds are reinvested (other than in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net cash or Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (gEquivalents) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case Business within ninety (90) days of LIBO Rate Term Loans, the specific Borrowing or Borrowings receipt of the applicable Tranche pursuant such Insurance Proceeds. The amount referred to which such LIBO Rate Term Loans were made, provided that: in (i) repayments of LIBO Rate Term Loans pursuant the definition of Credit B Facility Limit shall be reduced by the amount of Outstanding Principal under Credit B paid by the Borrowers to the Lender under this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion5.4. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments required pursuant to this Section 4.02, on the last Business Day of each Fiscal Quarter of the Borrower, commencing with the Fiscal Quarter ending October 31, 2020 (each, a “Scheduled Repayment Date”), the Borrower shall be required to repay that aggregate principal amount of Initial Term Loans, to the extent then outstanding, in an amount equal to the amount set forth below, and the Borrower shall be required to repay the remaining aggregate principal amount of Initial Term Loans then outstanding on the Maturity Date (each such repayment, as the same may be (x) reduced as provided in Section 4.01(a), 4.01(b) or 4.02(f), a “Scheduled Repayment”): (b) In addition to any other mandatory repayments required pursuant to this Section 4.2, 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 issuance or incurrence by Holdings or any of its Subsidiaries of Indebtedness not permitted to be incurred pursuant to Section 9.04 an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Sections 4.02(f) and (g). (c) In addition to any other mandatory repayments required pursuant to this Section 4.2, within five 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 in accordance with the requirements of Sections 4.02(f) and (g); provided, however, that, if the Borrower would be in compliance with Section 9.11 on a Pro Forma Basis as of the date of such Asset Sale (calculated as if the ratios therein are 1.00x lower than set forth therein) and no Event of Default shall have occurred and be continuing, such Net Sale Proceeds shall not be required to be so applied on such date so long as the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used by the Borrower and/or one or more of its Subsidiaries to purchase assets (including Equity Interests of another Person (x) that is not already a Subsidiary or (y) which represent the acquisition of minority interests in such Person not theretofore owned by the Borrower or a Subsidiary, but excluding working capital except to the extent tangential to an acquisition or investment) used or to be used in the businesses permitted pursuant to Section 9.09 within the Relevant Reinvestment Period; 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 4.02(c) are not so reinvested within such Relevant Reinvestment Period, such remaining portion shall be applied within three Business Days of the last day of such Relevant Reinvestment Period as otherwise provided above in this Section 4.02(c) without regard to the preceding proviso. (d) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently within five Business Days after each date on or after the Closing Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from a Qualified MLP IPOany Recovery Event (other than Recovery Events where the Net Insurance Proceeds therefrom do not exceed $1,500,000), an amount equal to 100% of the Net IPO Insurance Proceeds therefrom from such Recovery Event shall be applied on such date as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(hSections 4.02(f) and (g); provided provided, however, that, if the Borrower would be in compliance with Section 9.11 (calculated as if the ratios therein are 1.00x lower than set forth therein) on a Pro Forma Basis as of the date of such Asset Sale and no Event of Default shall have occurred and be continuing, such Net Insurance Proceeds shall not be required to be so applied on such date so long as the Borrower has delivered a certificate to the Administrative Agent on such date stating that such proceeds Net Insurance Proceeds shall be used to replace, restore or otherwise acquire properties or assets (including Equity Interests of another Person (x) that is not already a Subsidiary or (y) which represent the acquisition of minority interests in such Person not theretofore owned by the Borrower or a Subsidiary, but excluding working capital) used or to be used in the business within the Relevant Reinvestment Period; provided; further, that if all or any portion of such Net Insurance Proceeds not required to be so applied pursuant to the preceding proviso are not so used within the Relevant Reinvestment Period, such remaining portion shall be applied first to repay within three Business Days of the outstanding principal amount end the last day of Term B-1 Loans (and accrued interest thereonsuch Relevant Reinvestment Period as provided above in this Section 4.02(d) in their entirety and thereafter without regard to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)immediately preceding proviso. (b) [Reserved]. (ce) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))on each Excess Cash Payment Date, an amount equal to 10050% of the Net Debt Proceeds therefrom Excess Cash Flow for the related Excess Cash Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h4.02(f) and (g); provided provided, however, that any amount required to be applied pursuant to this Section 4.02(e) shall be reduced dollar-for-dollar by the amount (i) of any voluntary prepayments of (x) the Term Loans and (y) to the extent accompanied by a permanent reduction of the commitments under the ABL Credit Agreement (or any other revolving credit facility outstanding pursuant to Section 9.04(j)(x)), the ABL Loans (or advances under any other revolving credit facility outstanding pursuant to Section 9.04(j)(x)) (to the extent permitted by the terms of the Credit Documents) and (ii) paid in cash by the Borrower to repurchase Term Loans, to the extent such repurchase was made pursuant to a Dutch Auction Purchase Offer to all Lenders to repurchase Term Loans pursuant to Section 2.15, in each case made during the applicable Fiscal Year, in each case except to the extent made with the proceeds of long-term Indebtedness. (f) Each amount required to be applied pursuant to Sections 4.02(b), (c), (d) and (e) in accordance with this Section 4.02(f) shall be applied first to repay the outstanding principal amount of Term B-2 Loans Loans; provided, however, if as part of any Asset Sale or Recovery Event, any ABL Facility Priority Collateral is being sold or has been damaged or taken (and accrued interest thereonas the case may be), then the amount of the Net Sale Proceeds from such Asset Sale or the Net Insurance Proceeds from such Recovery Event (as the case may be) in their entirety and thereafter that is attributable to such ABL Facility Priority Collateral shall first be applied to the outstanding principal ABL Loans (or any Permitted Refinancing in respect thereof outstanding pursuant to Section 9.04(j)(x)) to the extent required by the ABL Credit Agreement (or any Permitted Refinancing in respect thereof outstanding pursuant to Section 9.04(j)(x)) before any portion of such Net Sale Proceeds or Net Insurance Proceeds is applied as provided above in this Section 4.02(f) without regard to this proviso (and any such application to outstanding ABL Loans (or any Permitted Refinancing in respect thereof outstanding pursuant to Section 9.04(j)(x)) shall reduce the mandatory repayment required hereunder dollar-for-dollar). The amount of each principal repayment of Term B-1 Loans made as required by this Section 4.02(f) shall be applied ratably (based on the relative outstanding principal amounts thereof) to Term Loans then outstanding and accrued interest thereon)shall reduce the scheduled installments of principal of the Term Loans occurring on or after the date of such prepayment in direct order of maturity. (dg) [Reserved]Each repayment of any Term Loans required by this Section 4.02 shall be applied pro rata among the Lenders holding such Term Loans. (e) [Reserved]. (fh) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.024.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid by the Borrower in full on the Maturity Date for such Tranche of Term Loans. (i) Notwithstanding any other provisions of this Section 4.02, (A) to the extent that repatriation to the United States of any portion of Excess Cash Flow attributable to a Foreign Subsidiary or any Net Sale Proceeds or Net Insurance Proceeds, as applicable, of a Foreign Subsidiary is (x) prohibited or delayed by applicable local law (including local laws with respect to financial assistance, corporate benefit, restrictions on up-streaming of cash intra-group and fiduciary and statutory duties of the directors of the relevant Foreign Subsidiaries) or (y) restricted by applicable material constituent documents (so long as such restrictions were not implemented for the purpose of avoiding such mandatory repayment requirements), the amount of such portion of Excess Cash Flow, Net Sale Proceeds or Net Insurance Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 4.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or applicable constituent documents will not permit repatriation to the United States, and, if within one year following the date on which the respective repayment would otherwise have been required, such repatriation of any portion of such affected amount of Excess Cash Flow, Net Sale Proceeds or Net Insurance Proceeds is permissible under the applicable local law or applicable material constituent documents (even if such cash is not actually repatriated at such time), an amount equal to such amount will be promptly (and in any event not later than two Business Days or such longer time period as the Administrative Agent may agree) applied (net of costs, expenses or taxes incurred by the Borrower and its Subsidiaries arising exclusively as a result of compliance with this provision) by the Borrower to the repayment of the Term Loans pursuant to this Section 4.02 to the extent provided herein and (B) to the extent that the Borrower has determined in good faith, and can so demonstrate to the reasonable satisfaction of the Administrative Agent, that repatriation of any portion of Excess Cash Flow would incur a tax liability, including a deemed dividend pursuant to Section 956 of the Code, (taking into account any foreign tax credit or benefit that is anticipated in connection with such repatriation) the amount of such portion of Excess Cash Flow, Net Sale Proceeds or Net Insurance Proceeds so affected may be retained by the applicable Foreign Subsidiary; (ii) the non-application of any portion of Excess Cash Flow, Net Sale Proceeds or Net Insurance Proceeds amount pursuant to this Section 4.02(i) shall not constitute an Event of Default (and such amounts shall be available for the working capital purposes of the applicable Foreign Subsidiary, in each case, subject to the repayment provisions in this Section 4.02(i). For the avoidance of doubt, it is understood and agreed that (x) the Borrower shall be required to first use all Excess Cash Flow (other than the amounts thereof affected as described in preceding clauses (A) and (B) of this Section 4.02(i)) in order to make the full amount of the mandatory repayment required to be made on the relevant Excess Cash Payment Date pursuant to Section 4.02(e) before the preceding provisions of this Section 4.02(i) shall apply, and (y) nothing in this Section 4.02(i) shall require the Borrower to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory repayments hereunder). (j) If, prior to January 31, 2022, the Credit Parties receive Post-Closing Refunds in an aggregate amount for all such Post-Closing Refunds received from time to time exceeding $25,000,000 (such amount in excess thereof, the “Additional Shared Tax Proceeds”), the Borrower shall, promptly (and no later than seven (7) Business Days) after receipt thereof, repay an aggregate principal amount of Loans equal to 50% of the Additional Shared Tax Proceeds (up to a total aggregate principal amount of Loans repaid pursuant to this clause (j) in respect of the Additional Shared Tax Proceeds not to exceed $2,500,000). For the avoidance of doubt, no amount shall be due and payable to the Lenders in respect of Post-Closing Refunds received by the Credit Parties in excess of $30,000,000; provided, that any prepayment pursuant to this Section 4.02(j), together with any voluntary prepayment constituting a PIK Increase Paydown pursuant to Section 2.08(c), shall be applied solely to the two immediately succeeding Scheduled Repayments following the earlier of such voluntary prepayment constituting a PIK Increase Paydown and such mandatory prepayment pursuant to this Section 4.02(j), as applicable, and then shall be applied to the remaining Scheduled Repayments in inverse order of maturity (including the bullet payment due on the Maturity Date). (k) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment under Sections 4.02(b), (c), (d) and (e) not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed prepayment. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Notwithstanding the foregoing, in the case of any such mandatory prepayment pursuant to Section 4.02(e), such notice requirement shall be deemed satisfied by any prior delivery of an applicable compliance certificate in accordance with Section 8.01(e)(i).

Mandatory Repayments. (ai) In addition to any other mandatory repayments pursuant to terms of this Section 5.02Agreement, concurrently the Term Note and/or the Revolving Note, on the third Business Day following each date upon the receipt which any Company or any of its respective Subsidiaries receives any cash proceeds from a Qualified MLP IPOany capital contribution or any sale or issuance of its equity, an amount equal to 100% of the Net IPO Equity Proceeds therefrom of such capital contribution or sale or issuance of equity shall be applied on such date as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon13(y)(iv) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)below. (b) [Reserved]. (cii) In addition to any other mandatory repayments pursuant to pursuant to terms of this Section 5.02Agreement, concurrently the Term note and/or the Revolving Note, on each date upon the receipt which any Company or any of its respective Subsidiaries receives any cash proceeds from any issuance or incurrence by such Company or any of its Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv13(l)), an amount equal to 100% of the Net Debt Proceeds therefrom of the respective incurrence of Indebtedness shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that on such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon13(y)(iv) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsbelow. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (iiii) In addition to any other mandatory repayments pursuant to the terms of this Agreement, the Term note and/or the Revolving Note, on each date upon which any Company or any of its respective 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 in accordance with the requirements of Section 5.0213(y)(iv) below. (iv) Each mandatory repayment required by Sections 13(y)(i), all then outstanding Term Loans of any Tranche (ii) and (iii) shall be applied (i) first, to reduce the principal amount of Term Loans shall (with such repayment to be repaid applied to reduce the then remaining Term Loan scheduled repayments in full on direct order of maturity), (ii) second, to the Maturity Date for such Tranche extent in excess of Term the amounts required to be applied pursuant to the preceding clause (i), to reduce the principal amount of all outstanding Overadvances, and (iii) third, to the extent in excess of the amounts required to be applied pursuant to the preceding clauses (i) and (ii), to reduce the principal amount of outstanding Revolving Loans. 2. The definitions of “Capital Availability Amount” and “Revolving Note” set forth in Annex A to the Security Agreement are each hereby amended by deleting the amount “Fifteen Million Dollars ($15,000,000)” appearing therein and inserting the amount “Eighteen Million Dollars ($18,000,000)” in lieu thereof in each case. 3. Annex A to the Security Agreement is hereby further amended by added the following new definitions thereto:

Mandatory Repayments. (a) In addition The Borrower hereby undertakes to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount make Mandatory Repayments equal to the sum of: 8.2.1 100% of the Net IPO Proceeds therefrom of all Asset Dispositions made to arm's length parties, in any period of 12 consecutive months, having an aggregate book value or Fair Market Value, whichever is greater, that exceeds 10% but does not exceed 20% of the Tangible Net Assets of the Borrower, as determined based on the last Quarterly Financials or Annual Report, whichever was most recently submitted, if such Net Proceeds are not reinvested within 12 months following any such Asset Disposition to acquire assets of equivalent value and within the Borrower's Core Business, payable within five (5) Business Days following the expiry of such 12 month period. All such Net Proceeds shall be applied as a mandatory prepayment in accordance with to (i) repay and permanently reduce the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans the Loan under Facility B, and (ii) permanently reduce the maximum amount of the Credit available under Facility B, with any surplus being applied to (a) repay and accrued interest thereon) in their entirety and thereafter to permanently reduce the outstanding principal amount of Term B-2 Loans (the Loan under Facility A, and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02permanently reduce the maximum amount of the Credit available under Facility A, concurrently upon in which case the receipt Commitments of each of the Lenders shall be reduced on a pro rata basis, including the Commitment of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to Termed-Out Lender; plus 8.2.2 100% of the Net Debt Proceeds therefrom of all Asset Dispositions made to arm's length parties, in any period of 12 consecutive months, having an aggregate book value or Fair Market Value, whichever is greater, that exceeds 20% of the Tangible Net Assets of the Borrower, as determined based on the last Quarterly Financials or Annual Report, whichever was most recently submitted, payable within five (5) Business Days following receipt thereof. All such Net Proceeds shall be applied as a mandatory repayment in accordance with to (i) repay and permanently reduce the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans the Loan under Facility B, and (ii) permanently reduce the maximum amount of the Credit available under Facility B, with any surplus being applied to (a) repay and accrued interest thereon) in their entirety and thereafter to permanently reduce the outstanding principal amount of Term B-1 Loans the Loan under Facility A, and (and accrued interest thereon).b) permanently reduce the maximum amount of the Credit available under Facility A, in which case the Commitments of each of the Lenders shall be reduced on a pro rata basis, including the Commitment of any Termed-Out Lender; plus (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 8.2.3 100% of the Net Cash Proceeds from such Recovery Event of all Offerings, payable within five (5) Business Days following receipt thereof, all of which Net Proceeds shall be applied as used to repay (but not permanently reduce) the principal amount of the Loan under Facility B. The Borrower shall advise the Agent of its intention to make any such Mandatory Repayment by notice in writing substantially in the form of Schedule "B-1", at least five (5) Business Days before the Mandatory Repayment is due and shall pay the amount of such Mandatory Repayment to the Agent when it is due. No such Mandatory Repayment may be made on a mandatory repayment date that would require a Libor Advance or a BA Advance to be prepaid, except in accordance with the requirements provisions of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations8.4. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) Borrower shall repay the Term Loan in quarterly installments (the "Scheduled Installments") each equal to one-twentieth (1/20th) of the principal balance of the Term Loan as of the expiration of the Disbursement Period (and after giving effect to all Advances). The first Scheduled Installment will be due on October 31, 1998 and a Scheduled Installment will be due every Quarterly Payment Date thereafter until the Maturity Date. The remaining unpaid principal balance of the Term Loan will be due on the Maturity Date. At the request of Agent at any time after the Disbursement Period expires, Borrower will execute an acceptance and acknowledgment of a schedule to be attached to each Term Note setting forth the actual original principal amount thereof and the amount and due date of each Scheduled Installment. (b) In addition to any other mandatory repayments pursuant to this Section 5.022.2, concurrently on each date on or after the Effective Date upon the receipt which Parent or ALC or any of any cash their Subsidiaries receives proceeds from a Qualified MLP IPOany incurrence by ALC or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 9.5 of the Credit Agreement), an amount equal to one hundred percent (100% %) of the Net IPO Proceeds therefrom cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall be due and payable and shall be first applied as a mandatory prepayment repayment of the Term Loan in accordance with the requirements inverse order of Section 5.02(h); provided that such proceeds shall be applied first maturity and the balance to repay any outstanding Indebtedness under the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter Credit Agreement to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]extent required thereby. (c) In addition to any other mandatory repayments pursuant to this Section 5.022.2, concurrently on each date on or after the Effective Date upon the receipt which Parent or ALC or any of any cash its Subsidiaries receives proceeds from any issuance sale of ALC's or incurrence any of Indebtedness its Subsidiaries' capital stock or newly issued shares or assets (other than Indebtedness permitted excluding (i) sales of inventory in the ordinary course of business, (ii) sales of equipment and related software to be incurred customers of ALC or any of its Subsidiaries in the ordinary course of business pursuant to Section 10.04 the terms of the respective wagering systems equipment contracts or similar contracts to which such Person is a party, and (other than Section (iv)iii) sales of assets in the ordinary course of business), an amount equal to one hundred percent (100% %) of the Net Debt Sale Proceeds therefrom shall be due and payable and shall be first applied as a repayment of the Term Loan in the inverse order of maturity and the balance shall be applied to any outstanding Indebtedness under the Credit Agreement to the extent required thereby, provided that as long as no Default or Event of Default then exists, no such mandatory repayment in accordance with shall be required to the requirements of Sections 5.02(h); provided extent that Borrower has delivered a certificate to Agent on or prior to such date stating that such proceeds shall be applied first to repay reinvested by Borrower in the outstanding principal amount assets of Term B-2 Loans (ALC and accrued interest thereon) in their entirety and thereafter to its Subsidiaries within nine months following the outstanding principal amount date of Term B-1 Loans (and accrued interest thereon)such sale of assets. (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.022.2, within 10 ten (10) days following each date on or after the Closing Effective Date upon which Borrower (1) if the Recovery Event is with respect to the assets of ALC or its Subsidiaries, as a repayment of the Term Loan in the inverse order of maturity with any balance as a repayment of the Indebtedness then outstanding under the Credit Agreement to the extent required thereby and (2) if the Recovery Event is with respect to assets other than those of ALC or its Subsidiaries, as a repayment of the Indebtedness then outstanding under the Credit Agreement to the extent required thereby with any balance as a repayment of the Term Loan in inverse order of maturity, provided that so long as no Default or Event of Default then exists, no such -------- mandatory repayment shall be required to the extent that Borrower receives has delivered a certificate to Agent on or prior to such date stating that such proceeds shall be used to replace or restore any cash properties or assets in respect of which such proceeds from were paid within twelve months following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended); and provided further, that (i) if the amount of such proceeds exceeds -------- ------- Five Million Dollars ($5,000,000) (other than as a result of a Recovery Event that has occurred with respect to property located at a racetrack or any other wagering facility, including but not limited to, property located at any CLC location, in which case such proceeds shall be applied as provided elsewhere in this Section 2.2(d) without regard to the terms of this subclause (i)), then an amount equal to the portion in excess of Five Million Dollars ($5,000,000) shall be applied as provided in this Section 2.2(d) and (ii) if all or any portion of such proceeds not required to be applied as provided in the immediately preceding proviso are not so used within twelve months after the date of the respective Recovery Event, then on the date which is the first anniversary of the respective Recovery Event an amount equal to the remaining portion of such proceeds not so used shall be applied as provided in this Section 2.2(d). (e) In addition to any other mandatory repayments pursuant to this Section 2.2, within one hundred (100) days after the end of each fiscal year of ALC, an amount equal to 100% fifty percent (50%) of the Net amount by which ALC Excess Cash Proceeds from Flow for such Recovery Event fiscal year exceeds Five Hundred Thousand Dollars ($500,000) shall be due and payable and applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, Loan in the Borrower may elect, in lieu inverse order of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsmaturity. (g) [Reserved]. (hf) With respect to each repayment of the Term Loans Loan required by this Section 5.022.2, the Borrower may designate the Types and amount of each Term Loans of the applicable Tranche Loan Portion which are is to be repaid and, in the case of LIBO Rate Term LoansEurodollar Portions, the specific Borrowing or Borrowings of the applicable Tranche pursuant Eurodollar Portion to which such LIBO Rate Term Loans were made, be repaid; provided that: that (i) repayments of LIBO Rate Term Loans -------- Eurodollar Portion pursuant to this Section 5.02 2.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche Eurodollar Portions with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche Portions have been paid in full; , and (ii) each if any repayment of any Term Loans a Eurodollar Portion made pursuant to a single Advance shall reduce the outstanding Eurodollar Portion having the same Interest Period to an amount less than the Minimum Borrowing Amount, such Eurodollar Portion shall be applied pro rata among such Term Loansconverted at the end of the then current Interest Period into a Base Rate Portion. 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. (ig) In addition Notwithstanding anything to any other mandatory repayments pursuant to the contrary contained elsewhere in this Section 5.02Agreement, all the then outstanding principal balance of the Term Loans of any Tranche of Term Loans Loan shall be repaid in full on the Maturity Date for such Tranche of Term LoansDate.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt Borrower shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from the Lenders (i) on the last Business Day of each March, June, September and December, commencing June 30, 2020 (a Qualified MLP IPO“Scheduled Repayment Date”), an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).63 (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrower shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Commitment Agreement, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five (5) Business Days following each date on or after the Closing Date upon which the receipt Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)10.04, Refinancing Term Loans and Refinancing Notes), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). . (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days five (5) Business Days following each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Sale Proceeds from any Recovery EventAsset Sale (other than ABL Collateral), an amount equal to 100% the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Cash Sale Proceeds from such Recovery Event therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than the greater of (x) $15,000,000 50,000,000 and (y) 10.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period in the aggregate of such Net Cash Sale Proceeds received by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower, such Net Cash Sale Proceeds shall not give rise be required to be so applied or used to make mandatory repayments of Term Loans and any required prepayment shall be only the amount in excess thereof. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may apply all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of the Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which the Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent that no Event applicable, 18 months) after the date of Default then exists; provided further that following receipt by the repayment in full Borrower or its Restricted Subsidiaries of the Term B-2 Loanssuch Net Sale Proceeds, the Borrower may elect, in lieu or its Restricted Subsidiaries have not so used all or a portion of applying such Net Cash Sale Proceeds that would otherwise be required to repay Term B-1 Loansbe applied as a mandatory repayment pursuant to this sentence, to deposit all the remaining portion of such Net Cash Sale Proceeds that would otherwise be required to be applied as a mandatory repayment pursuant to this sentence shall be applied as a mandatory repayment in a segregated account accordance with the requirements of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (gSections 5.02(g) [Reserved]. and (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans 12-month (or, to the extent applicable, 18-month) period. Any Net Sale Proceeds in respect of any such Asset Sale not required to be applied in accordance with this Section 5.02(d) as a result of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans application of the applicable Tranche 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 leverage-based step-down in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretiondefinition of Applicable Asset Sale/Recovery Event Prepayment Percentage shall collectively constitute “Leverage Excess Proceeds”. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $10,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition or other Investments permitted hereunder; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to that a mandatory repayment prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the requirements terms hereof) unless such application would result in the holders of Section 5.02(h); provided that such proceeds shall be applied first to repay Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term B-2 Loans (and accrued interest thereonOther Applicable Indebtedness at such time) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the Borrower in extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any fiscal year such Net Cash Proceeds, the declined amount of the Borrower, such Net Cash Proceeds shall not give rise promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to a mandatory repayment prepay Term Loans in accordance with the terms hereof (to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds would otherwise have been required to repay Term B-1 Loansbe applied if such Other Applicable Indebtedness was not then outstanding). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first, to deposit all such Net Cash Proceeds in a segregated account accrued interest and Fees due on the amount of the prepayment under the Term Facility and, second, to the remaining scheduled installments (other than at final maturity) of principal of the Term Facility as directed by the Borrower over which (or, in the case of no direction, in direct order of maturity); provided, that in the case of any mandatory prepayment described in Section 9.5(c), outstanding indebtedness that is secured by the Collateral on a pari passu basis may be repaid on a pro rata basis if elected by the Borrower. (e) The Borrower shall deliver to the Administrative Agent has been granted control (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds (the “Retained Declined Proceeds”) may be retained by the Borrower and its Restricted Subsidiaries which may, for the avoidance of doubt, be used for general corporate purposes not prohibited by this Agreement. (f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as collateral for all remaining Obligationsreasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.025.2, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Fixed Rate Term Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Fixed Rate Term Loans were made, ; provided that: (i) repayments of LIBO Fixed Rate Term Loans pursuant to this Section 5.02 5.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Fixed Rate Term Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (iiy) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) 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 discretion. (ih) In addition Notwithstanding any of the other provisions of this Section 5.2, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Fixed Rate Loans is required to be made under this Section 5.2, prior to the last day of the Interest Period therefor, in lieu of making any other mandatory repayments payment pursuant to this Section 5.02, all then outstanding Term Loans 5.2 in respect of any Tranche such Fixed Rate Loan prior to the last day of Term Loans the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a blocked account at a commercial bank selected by the Administrative Agent, in the name of the Borrower and under the sole dominion and “control” (within the meaning of the UCC) of the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be repaid authorized (without any further action by or notice to or from such Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in full on accordance with this Section 5.2. Upon the Maturity Date occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the applicable Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.2. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for such Tranche of Term Loansall purposes under this Agreement.

Mandatory Repayments. (a) In addition no event later than (i) seven (7) days after receipt or (ii) in the case of net cash proceeds received from Casualty Events not committed or reinvested as provided in clause (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 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 mandatory repayments 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 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 have not commenced prior to or within one hundred eighty (180) days of receipt of such proceeds pursuant to this Section 5.02such binding written contract, concurrently upon the receipt Company shall pay or (solely in the case of any cash proceeds from a Qualified MLP IPO, Hasbro SA Loans) shall cause Hasbro SA to pay to the Agent for the respective accounts of the Banks an amount equal to 100% (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 Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with 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 requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the then outstanding principal amount of Term B-1 the Loans and the Unpaid Reimbursement Obligations and (2) if an Event of Default has occurred and accrued interest thereonis 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 2.11. Notwithstanding the foregoing, (I) in their entirety no such payment shall be required unless, until and thereafter only to the outstanding principal amount extent that such Material Asset Sales, Equity Issuances, issuances of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any Indebtedness or Casualty Events result in net cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted that otherwise would be required to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount so applied equal to 100% (x) $5,000,000 or more in any period of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans thirty (and accrued interest thereon30) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans consecutive days or (and accrued interest thereon). (dy) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the BorrowerCompany, 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 Net Cash Sale Proceeds shall not give rise in accordance with the preceding sentence of this 2.10(a) may be applied to a mandatory repayment to the extent that no Event repay, redeem or repurchase any other Indebtedness within one hundred eighty (180) days of Default then exists; provided further that following the repayment in full receipt of the Term B-2 Loanssuch proceeds, the Borrower may elect, in lieu and if any portion of applying such remaining amount of such Net Cash Sale Proceeds is not so applied, an amount equal to repay Term B-1 Loans, such portion shall be required to deposit all be applied to make payment under this 2.10 on the 181st day following receipt of such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsSale Proceeds. (gb) [Reserved]. If at any time the Utilization exceeds the Total Commitment, then the Company shall immediately pay or (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, solely in the case of LIBO Rate Term Hasbro SA Loans, ) shall cause Hasbro SA to pay the specific Borrowing or Borrowings amount of such excess to the Agent for the respective account of the applicable Tranche pursuant Banks to which be applied in the manner set forth in 2.11. (c) If at any time the outstanding amount of the Loans borrowed to satisfy the Company's obligations under guaranties of the Foreign Scheduled Facilities exceeds the Foreign Sublimit, then the Company shall immediately pay the amount of such LIBO Rate Term Loans were made, provided that: excess to the Agent for the respective account of the Banks to be applied in the manner set forth in 2.11. (id) repayments of LIBO Rate Term Hasbro SA shall have no liability to prepay the Company 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion2.10. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that Table of Contents the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory repayment prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the requirements terms hereof) unless such application would result in the holders of Section 5.02(h); provided that such proceeds shall be applied first to repay Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term B-2 Loans (and accrued interest thereonOther Applicable Indebtedness at such time) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the Borrower in extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any fiscal year such Net Cash Proceeds, the declined amount of the Borrower, such Net Cash Proceeds shall not give rise promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to a mandatory repayment prepay Term Loans in accordance with the terms hereof (to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds would otherwise have been required to repay Term B-1 Loansbe applied if such Other Applicable Indebtedness was not then outstanding). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to deposit all such Net Cash Proceeds in the next eight (8) scheduled installments of principal of any Term Loans on a segregated account pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower. (e) The Borrower over which shall deliver to the Administrative Agent has been granted control (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries. Table of Contents (f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as collateral for all remaining Obligationsreasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.025.2, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Fixed Rate Term Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Fixed Rate Term Loans were made, ; provided that: (i) repayments of LIBO Fixed Rate Term Loans pursuant to this Section 5.02 5.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Fixed Rate Term Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (iiy) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) On any day on which the aggregate outstanding principal amount of all Loans exceeds the Total Commitment as then in effect, the Borrower shall repay principal of Loans in an amount equal to such excess. (b) In addition to any other mandatory repayments required pursuant to this Section 5.023.03, concurrently upon but without duplication, on (i) the receipt Business Day following the date of any cash proceeds from Collateral Disposition involving a Qualified MLP IPOVessel (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 Vessel and (B) the date of receipt by the Borrower, an amount equal to 100% any of its Subsidiaries or the Administrative Agent of the Net IPO Proceeds therefrom insurance proceeds relating to such Event of Loss, the Borrower shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first required to repay the outstanding an aggregate principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (Loan relating to such Vessel and accrued interest thereon). (b) [Reserved]corresponding adjustments shall be made to Schedule IX. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.023.03(a), the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: that (i) repayments of LIBO Rate Term all 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been shall be paid in full; full prior to the payment of any other Loans and (ii) each repayment of any Term Loans made pursuant to comprising 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 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. (id) In addition to any other mandatory repayments No amounts repaid pursuant to this Section 5.023.03 shall be available for reborrowing. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Term Loans of any Tranche of Term Loans and Unpaid Drawings shall be repaid in full on the Maturity Date for such Tranche of Term LoansDate.

Mandatory Repayments. (a) In addition to The Company shall make a repayment of the Loans (without any other mandatory repayments pursuant to this Section 5.02, concurrently corresponding reduction in the Aggregate Revolving Commitments) and/or Cash Collateralize the L/C Obligations upon the receipt occurrence of any cash proceeds of the following (each a “Mandatory Repayment Event”) at the following times and in the following amounts: (i) Within three (3) Business Days after the receipt by any Loan Party of any Net Cash Proceeds from a Qualified MLP IPOany Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds, to the extent such Net IPO Cash Proceeds therefrom are not reinvested in Eligible Assets within three hundred and sixty (360) days after receipt thereof (or, if committed to be reinvested in Eligible Assets within three hundred and sixty (360) days after receipt thereof, within one hundred and eighty (180) days following such commitment). Any prepayment pursuant to this clause (i) shall be applied as a mandatory prepayment set forth in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon6.3.2(b). (bii) [Reserved]. Within three (c3) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon Business Days after the receipt by any Loan Party of any cash proceeds Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities to finance, promptly after such issuance, any Capital Expenditure permitted hereunder or incurrence any Permitted Acquisition, (y) any issuance of Indebtedness (other than Indebtedness permitted to be incurred Capital Securities pursuant to Section 10.04 any employee or director option program, benefit plan or compensation program, and (other than Section (iv)z) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of the such Net Debt Proceeds therefrom Cash Proceeds. Any prepayment pursuant to this clause (ii) shall be applied as a mandatory repayment set forth in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 6.3.2(b). (diii) [Reserved]. Within three (e3) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or Business Days after the Closing Date upon which the Borrower receives receipt by any cash proceeds Loan Party of any Net Cash Proceeds from any Recovery Eventissuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), in an amount equal to 100% of the such Net Cash Proceeds from such Recovery Event Proceeds. Any prepayment pursuant to this clause (iii) shall be applied as a mandatory repayment set forth in accordance with Section 6.3.2(b). (b) If on any day on which the requirements of Section 5.02(h); provided that such proceeds Revolving Outstandings exceed the Aggregate Revolving Commitments, the Company shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, howeverimmediately, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the BorrowerMaturity Date, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loansand within one (1) Business Day, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With with respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant day, repay Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for eliminate such Tranche of Term Loansexcess.

Mandatory Repayments. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.023.02, concurrently upon on each date on or after the receipt Effective Date on which Holdings or any of any cash its Subsidiaries receives proceeds from a Qualified MLP IPOany sale of assets (including capital stock and securities held thereby, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).but (b) [Reserved]. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.023.02, within 10 days following each date on or after the Closing Effective Date upon on which the Borrower Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such proceeds of such Recovery Event (net of reasonable costs, including, without limitation, legal costs and expenses, and taxes incurred in connection with such Recovery Event and other than the proceeds of business interruption insurance) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 5.02(h3.02(d); provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $100,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Representative of the Borrowers has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be applied first used or shall be committed to repay be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate date of such Net Cash Proceeds received by Recovery Event (which certificate shall set forth the Borrower in any fiscal year estimates of the Borrower, such Net Cash Proceeds shall not give rise proceeds to a mandatory repayment be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that no Event (a) the amount of Default then exists; provided further that following such proceeds exceeds $100,000, (b) the repayment amount of such proceeds, together with other cash available to the Borrowers and permitted to be spent by it on Capital Expenditures during the relevant period pursuant to Section 9.07 (without regard to Section 9.07(c)(i) in full the case of such other cash), equals 100% of the Term B-2 Loans, the Borrower may elect, in lieu cost of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account replacement or restoration of the Borrower over properties or assets in respect of which such proceeds were paid as determined by the Administrative Agent has been granted control Borrowers and as collateral supported by such estimates or bids (c) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for all remaining Obligationssuch Reinvestment Election shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(d). (g) [Reserved]. (hd) With respect to each repayment of Term Loans required by this Section 5.023.02, the Borrower Borrowers may designate the Types of Term Loans of the applicable Tranche @s which are to be repaid and, in the case of LIBO Rate Term Eurodollar Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Eurodollar Loans pursuant to this Section 5.02 3.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Eurodollar Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable 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 $200,000, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iiiii) 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 Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 3.02, if any time the mandatory prepayment of Term Loans pursuant to Sections 3.02(a) through (c) above would result, after giving effect to the procedures set forth above, in the Borrowers incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), then the Borrowers may, in their sole discretion. , initially deposit a portion (iup to 100%) In addition of the amounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Agent (which deposit must be equal in amount to any other mandatory repayments the amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Term Loans that are Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrowers), to repay an aggregate principal amount of such Term Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this Section 5.02sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the sole (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Final Maturity Date for such Tranche of Term LoansDate.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently on each date set forth below the Borrower shall be required to repay that principal amount of Tranche B Loans as is set forth below opposite such date (each such repayment, as the same may be reduced as provided in Sections 5.01 and 5.02, a "SCHEDULED REPAYMENT"), with any remaining amount of principal of the Tranche B Loans due on the Maturity Date: (b) In addition to any other mandatory repayments pursuant to this Section 5.02, on each date on or after the Effective Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from a Qualified MLP IPOany incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04(b) through Section 9.04(g)), an amount equal to 100% of the Net IPO Debt Proceeds therefrom of the respective incurrence of Indebtedness shall be applied on each such date as a mandatory prepayment repayment in accordance with the requirements provisions of Section 5.02(h5.02(i); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within two Business Days after each date on or after the Effective Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from any issuance Asset Sale (including any sale by the Borrower or incurrence its Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)capital stock of any of the Subsidiaries of the Borrower), an amount equal to 100% of the Net Debt Cash Proceeds therefrom from such Asset Sale shall be applied on each such date as a mandatory repayment in accordance with the requirements provisions of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 5.02(i). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied on each such date as a mandatory repayment in accordance with the requirements provisions of Section 5.02(h5.02(i); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (ie) In addition to any other mandatory repayments pursuant to this Section 5.02, 100% of Consolidated Cash Equity received by the Borrower or any of its Subsidiaries on each date on or after the Effective Date shall be applied on each such date as a mandatory repayment in accordance with the provisions of Section 5.02(i). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within one Business Day after each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives any Tax Sharing Payment, 100% of the amount thereof shall be applied on each such date as a mandatory repayment in accordance with the provisions of Section 5.02(i); PROVIDED, HOWEVER, that the Borrower shall not be required to make any repayment pursuant to this Section 5.02(f) of (1) Tax Sharing Payments received by the Borrower on account of the receivable of the Borrower arising under the Tax Sharing Agreement and determined on or about the end of the second fiscal quarter of 2002 of the Borrower as being in the outstanding amount of approximately $7,600,000, so long as such Tax Sharing Payments were and are applied to pay the Effective Date Paydown and/or wind-down costs arising out of the Borrower's competitive local exchange carrier operations (including the obligations described on ANNEX XII attached hereto), and (2) Tax Sharing Payments received by the Borrower in any fiscal year (commencing with fiscal year 2004 and ending with fiscal year 2006) during the period from the date on which the entire amount of the Scheduled Repayment for such fiscal year has been repaid until the scheduled date for such Scheduled Repayment, so long as (x) such Tax Sharing Payments received during such period are applied promptly after receipt thereof to repay Intercompany Lease Payables outstanding as of the most recently ended fiscal year of the Borrower, (y) the aggregate amount of Intercompany Lease Payables paid with the proceeds of Tax Sharing Payments during any such fiscal year of the Borrower does not exceed $4,000,000, and the aggregate amount of Intercompany Lease Payables paid after the Effective Date with the proceeds of Tax Sharing Payments does not exceed, in any event, $9,500,000, and (z) no Default or Event of Default shall have occurred and be continuing at the time of receipt of such Tax Sharing Payments or would result from the application thereof as described in clause (x) above. (g) In addition to any other mandatory repayments pursuant to this Section 5.02, on the date of receipt of any Parent Cash Contribution by the Borrower (other than any Excluded Parent Cash Contribution), if the amount of such Parent Cash Contribution PLUS all other Parent Cash Contributions (other than Excluded Parent Cash Contributions) made during the most recently ended four-fiscal quarter period of the Borrower (to the extent not theretofore applied to repay Loans pursuant to this Section 5.02(g)) would exceed the Permitted Parent Cash Contribution Amount for such four-fiscal quarter period (or for the most recently ended four-fiscal quarter period for which the Borrower's financial statements are available), the Borrower shall apply the amount of such excess on such date as a mandatory repayment in accordance with the provisions of Section 5.02(i). In the event the Borrower subsequently determines that the Permitted Parent Cash Contribution Amount for the four-fiscal quarter period that ended most recently prior to the date of receipt of any Parent Cash Contribution (other than an Excluded Parent Cash Contribution) is less than the Permitted Parent Cash Contribution Amount for the four-fiscal quarter period for which financial statements of the Borrower were available on such date, the Borrower shall promptly make an additional repayment of such Parent Capital Contribution in the amount of such difference, which shall be applied in accordance with the provisions of Section 5.02(i). (h) In addition to any other mandatory repayments pursuant to this Section 5.02, on each Available Cash Payment Date, an amount equal to 50% of the Available Cash Flow for the relevant Available Cash Payment Period shall be applied FIRST, to pay accrued and unpaid interest on the Tranche A Loans, SECOND, to repay the outstanding principal amount of the Tranche A Loans to the full extent thereof, and THIRD, to repay the outstanding principal amount of the Tranche B Loans in inverse order of maturity to the full extent thereof, in each case pro rata to the Loans of each Lender in the Tranche of Loans being repaid. (i) Each repayment of Loans required by paragraphs (b) through (g) of this Section 5.02 shall be applied FIRST, to pay accrued and unpaid interest on the Tranche A Loans, SECOND, to repay the outstanding principal of the Tranche B Loans in inverse order of maturity to the full extent thereof, and THIRD, to repay the outstanding principal amount of the Tranche A Loans to the full extent thereof, in each case pro rata to the Loans of each Lender in the Tranche of Loans being repaid. Notwithstanding anything to the contrary contained in this Agreement, all Tax Sharing Payments that are applied to the Tranche B Loans shall be applied in forward order of maturity unless at the time of such proposed application both (x) the date scheduled for the first Scheduled Repayment shall not have occurred or a Scheduled Repayment shall have been scheduled under Section 5.02(a) to occur within one year, and (y) the entire amount of such Scheduled Repayment shall have already been made. (j) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, except as provided in clause (k) below, all then outstanding Term Loans of any Tranche of Term Loans shall be indefeasibly repaid in full in cash on the earlier of (i) the Maturity Date, and (ii) the date on which a Change of Control occurs (unless the Required Lenders otherwise agree in writing). (k) Upon the occurrence of any Trigger Event with respect to a Loan of any Lender (other than Loans representing Existing Swap Obligations which were converted to Loans), such Lender shall have the option, at its sole discretion, in accordance with the Preferred Stock Issuance and Capital Contribution Agreement to convert (the "CONVERSION OPTION") all or a portion of such Loan (and accrued and unpaid interest thereon and any other due and unpaid Obligations) with respect to which a Trigger Event has occurred into Parent Preferred Stock having a liquidation preference determined pursuant to and in accordance with Section 2.1(b) of the Preferred Stock Issuance and Capital Contribution Agreement. Notwithstanding anything contained in this Agreement or in the other Credit Documents to the contrary, no Lender shall have a maximum number of times or minimum amount of such Loans or such other Obligations with respect to which such Lender's Conversion Option may be exercised, and each such Lender's right to exercise a Conversion Option with respect to any portion of such Lender's Loans shall not terminate until all Loans and other Obligations owed to such Lender under this Agreement are indefeasibly paid in full and/or converted to Parent Preferred Stock in accordance with the terms of the Preferred Stock Issuance and Capital Contribution Agreement. (l) Notwithstanding anything to the contrary in this Section 5.02, any Cash Proceeds of the Northwest Asset Sale received after the Effective Date for shall be applied, at Borrower's election, either (i) to repay the Loans pursuant to Section 5.02(a) or (ii) to the payment of any remaining unpaid liabilities specified in ANNEX XII attached hereto as such Tranche liabilities become due, and shall not be required to be applied to repayment of Term Loansthe Loans pursuant to any other provision of this Section 5.02.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as a mandatory repayment set forth in accordance this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the requirements proceeds of long-term Indebtedness, the aggregate amount of all optional prepayments of Term Loans or Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made during the Specified Period for such Excess Cash Flow Period minus (II) $1,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.02(h)5.2; provided that such proceeds the amount pursuant to this Section 5.2(b) shall be applied first no less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier of (i) the date on which the financial statements of the U.S. Borrower referred to repay in Section 8.1(a), for the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, fiscal year with respect to no more than $15,000,000 in which such prepayment is made, are required to be delivered and (ii) the aggregate date such financial statements are actually delivered. (c) If on any date Holdings or any of such its Restricted Subsidiaries shall receive Net Cash Proceeds received by the Borrower in from any fiscal year of the BorrowerAsset Sale or any Recovery Event, then such Net Cash Proceeds shall not give rise be applied within three Business Days of such date to a mandatory repayment prepay outstanding Term Loans in accordance with this Section 5.2; provided, that the U.S. Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying reinvest such Net Cash Proceeds within one year of receipt thereof (or, if later, 180 days after the date the U.S. Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to repay Term B-1 Loansreinvest the Net Cash Proceeds thereof prior to the expiration of such one year period) in assets useful in the business of the U.S. Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided, to deposit further, that all such Net Cash Proceeds not so reinvested within such period must be applied in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsaccordance with this Section 5.2. (gd) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are Amounts to be repaid and, applied in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans connection with prepayments made pursuant to this Section 5.02 may only 5.2 shall be made on applied, first (if elected by the last day U.S. Borrower), to the next four scheduled installments of an Interest Period applicable thereto unless all such LIBO Rate principal of the Term Loans and any Incremental Term Loans on a pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans and any Incremental Term Loans on a pro rata basis, third, to the final installment of principal of the applicable Tranche Term Loans and any Incremental Term Loans at maturity, fourth, at any time after the Term Loans and any Incremental Term Loans have been paid repaid or prepaid in full; , to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments) 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 fifth, as otherwise directed by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionU.S. Borrower. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) The principal amount of each Loan, to the extent then outstanding, shall be repaid at its maturity (whether by acceleration or otherwise). (b) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon which the receipt of Borrower, LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from a Qualified MLP IPOany incurrence by the Borrower, LLC, NEG, Inc. or any NEG Subsidiary of Indebtedness for borrowed money, an amount equal to 100% of the Net IPO Debt Proceeds therefrom of such incurrence shall be applied as a mandatory prepayment on such date in accordance with the requirements of Section 5.02(h3.2(h); provided that (A) up to $5,000,000 of such proceeds Net Debt Proceeds from any incurrence by the Borrower of Indebtedness under Section 7.4(ix) or Section 7A.4(ix) need not be so applied; (B) such Net Debt Proceeds from any incurrence by LLC, NEG, Inc. or any NEG Subsidiary of Indebtedness for borrowed money incurred while no Default or Event of Default has occurred and is continuing shall not be required to be so applied first to the extent such Net Debt Proceeds are (i) retained as cash or Cash Equivalents by LLC, NEG, Inc. or any NEG Subsidiary or (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (iii) reinvested in the outstanding principal amount business of Term B-1 Loans (NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided, further, that if a Default or Event of Default shall have occurred and accrued interest thereon) in their entirety and thereafter be continuing, such reinvestment may only be made to the outstanding principal amount extent specified in Part II of Term B-2 Loans the Business Plan; and (and accrued interest thereon). (bC) [Reserved]the Net Debt Proceeds from the incurrence of the Convertible Notes need not be so applied. (c) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon which the receipt of Borrower, LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any sale or issuance or incurrence of Indebtedness its equity, including any preferred stock and any instrument that has both equity-like and debt-like components (other than Indebtedness permitted cash proceeds received as part of an IPO which shall be applied pursuant to clause (d) below) an amount equal to 100% of the Net Equity Proceeds of such sale or issuance of equity shall be applied on such date in accordance with the requirements of Section 3.2(h); provided, that (A) any such Net Equity Proceeds received from the sale or issuance of equity of the Borrower shall not be required to be incurred applied to repay the Loans (i) to the extent that such Net Equity Proceeds are invested by the Borrower in PGE Utility or the Reorganization Subsidiaries to the extent permitted by clauses (v) and (vi) of Sections 7.5 and 7A.5 or as otherwise permitted by this Agreement, (ii) to the extent that such Net Equity Proceeds are held by the Borrower as cash or Cash Equivalents and thereafter used solely to prepay the Loans in accordance with the requirements of Section 3.2(h) or to make investments in PGE Utility to the extent permitted by clauses (v) and (vi) of Sections 7.5 and 7A.5 or as otherwise permitted by this Agreement, or (iii) to the extent that the Net Equity Proceeds arose in conjunction with the sale by the Borrower (directly or through any of its Subsidiaries) of the Borrower's common stock to the trustee for the PG&E Corporation Retirement Savings Plan, stock option and other equity based incentives under the PG&E Corporation Long Term Incentive Program and the Dividend Reinvestment Plan or the trustee of the PGE Utility Savings Fund Plan and (B) any such Net Equity Proceeds received from the sale or issuance of equity of LLC, NEG, Inc. or any NEG Subsidiary shall not be required to be applied to repay the Loans to the extent that such Net Equity Proceeds (i) are retained as cash or Cash Equivalents by LLC, NEG, Inc. or the NEG Subsidiaries, (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary, or (iii) reinvested in the business of NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided that if a Default or Event of Default shall have occurred and be continuing, such reinvestment may only be made to the extent specified in Part II of the Business Plan. (d) In addition to any other mandatory repayments required pursuant to this Section 10.04 3.2, on the date of an IPO upon which the Borrower, LLC or NEG, Inc. receives any Net Equity Proceeds from such IPO, such Net Equity Proceeds shall be applied on such date, in accordance with the requirements of Section 3.2(h), to prepay the Loans to the extent required to cause the aggregate outstanding principal amount of the Loans not to exceed the lesser of (i) $400,000,000 and (ii) an amount equal to 50% of the Market Value of the common stock of NEG, Inc. held by the Collateral Agent as Collateral, after giving effect to such IPO and such repayment of the Loans. For purposes of this paragraph, the "Market Value" of the common stock of NEG, Inc. held by the Collateral Agent as Collateral shall be deemed to be equal to the product of (x) the percentage of the common stock of NEG, Inc. held by the Collateral Agent as Collateral after giving effect to the IPO, multiplied by (y) a fraction, the numerator of which is the aggregate gross cash proceeds of such IPO, and the denominator of which is the percentage (expressed as a decimal) of the shares of common stock of NEG, Inc. sold to the public in such IPO. (e) In addition to any other than mandatory repayments pursuant to this Section 3.2, (iv))A) on each date on or after the Closing Date upon which the Borrower, LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any Asset Sale by the Borrower, LLC, NEG, Inc. or any NEG Subsidiary, an amount equal to 100% of the Net Debt Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 3.2(h); provided that Net Sale Proceeds from any Asset Sale consummated, at any time when no Default or Event of Default has occurred and is continuing, by LLC, NEG, Inc. or any NEG Subsidiary shall not be required to be so applied to the extent such Net Sale Proceeds are (i) retained as cash or Cash Equivalents by LLC, NEG, Inc. or the NEG Subsidiaries or (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (iii) reinvested in the business of NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided, further, that if a Default or Event of Default shall have occurred and be continuing, such reinvestment may only be made to the extent specified in Part II of the Business Plan; and (B) on each date after the date of the Utility Spin-Off on which the Borrower or any Reorganization Subsidiary receives any cash proceeds from any Asset Sale by the Borrower or any Reorganization Subsidiary, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied first to repay in accordance with the outstanding principal amount requirements of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonSection 3.2(h). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.023.2, within 10 days following on each date on or after the Closing Date upon which the Borrower Borrower, LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h3.2(h); provided that such proceeds Net Insurance Proceeds shall not be required to be so applied first to the extent such Net Insurance Proceeds are (i) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary; (ii) reinvested in the outstanding principal amount business of Term B-2 Loans NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan within eighteen (18) months of the Recovery Event; provided, further, that if a Default or Event of Default shall have occurred and accrued interest thereonbe continuing, such reinvestment may only be made to the extent specified in Part II of the Business Plan; (iii) in their entirety respect of Recovery Events for one or more Subsidiaries of the Borrower and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received arise from insurance programs maintained by the Borrower in any fiscal year of the Borrower, for such Net Cash Proceeds shall not give rise to a mandatory repayment Subsidiaries to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Insurance Proceeds are made available to repay Term B-1 Loans, such Subsidiaries; or (iv) utilized to deposit all repair the damages which resulted in such Net Cash Insurance Proceeds or are reinvested in a segregated account of assets similar to the Borrower over assets with respect to which the Administrative Agent has been granted control as collateral for all remaining Obligationssuch Net Insurance Proceeds were received. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.023.2, on each date on or after the Closing Date upon which the Borrower receives any principal repayment in respect of borrowed money owing to the Borrower by any member of the NEG Group or a distribution or Dividend of any sort from LLC, PGE Utility or any Reorganization Subsidiary (other than (x) the proceeds of an IPO which shall be applied pursuant to clause (d) above, (y) issuance of the note from NEG, Inc. to LLC or the Borrower or from LLC to the Borrower, solely in connection with the IPO (but not payments thereunder) and (z) distribution to the Borrower of shares of Reorganization Subsidiaries or the shares or related preferred stock purchase rights of PGE Utility in connection with the Utility Spin-Off), an amount equal to 100% of such proceeds (net of any amount thereof used to reimburse the Borrower for (i) any expense related to any income or franchise Taxes of NEG, Inc. or any NEG Subsidiary (computed as if NEG, Inc. and each of its Subsidiaries filed a consolidated federal income Tax return and state consolidated or combined income or franchise Tax returns, where applicable, separate from the Borrower, PGE Utility and Subsidiaries of PGE Utility, for all taxable periods), (ii) any expenses then due and payable under the Expense Sharing Agreement or (iii) any amount then due and payable under the note from NEG, Inc. and payable to LLC or the Borrower solely in connection with the IPO) shall be applied in accordance with the requirements of Section 3.2(h). (h) Each amount required to be applied pursuant to this Section 3.2(h) shall be, first, paid to each Tranche A Lender ratably according to the respective outstanding principal amounts of the Tranche A Loan held by such Tranche A Lender and shall be applied by each such Tranche A Lender to payment of any amount owing to such Tranche A Lender under Section 2.8, then to payment of any interest then due and payable to such Tranche A Lender on account of the Tranche A Loan, then to reduce the remaining principal balance of the Tranche A Loan of such Tranche A Lender, then to repayment of all other amounts payable to such Tranche A Lender under the Credit Agreement, and then to repayment of all amounts payable to each Holder under the Option Agreement in respect of any Put Notice (as defined in the Option Agreement) theretofore delivered by such Holder, and, second, paid to each Tranche B Lender ratably according to the respective outstanding principal amounts of the Tranche B Loan held by such Tranche B Lender and shall be applied by each such Tranche B Lender to payment of any amount owing to such Tranche B Lender under Section 2.8, then to payment of any interest then due and payable to such Tranche B Lender on account of the Tranche B Loan, and then to reduce the remaining principal balance of the Tranche B Loan of such Tranche B Lender. (i) Each prepayment of the Tranche B Loan made pursuant to Sections 3.2(b) through (g) above on or prior to the second anniversary of the Closing Date shall be accompanied by payment of a prepayment fee equal to (i) if such prepayment is made on or prior to the first anniversary of the Closing Date, 2% of the principal amount prepaid and (ii) if such prepayment is made after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, 1% of the principal amount prepaid. (j) In addition to any other mandatory repayments pursuant to this Section 3.2, (i) all of the then outstanding Term Loans of any Tranche of Term Loans A Loan shall be repaid in full on the earlier of (x) the date of a Spin-Off of NEG, Inc. and (y) the Date Certain, and (ii) all of the then outstanding Tranche B Loan shall be repaid in full on the earlier of (x) the date of a Spin-Off of NEG, Inc. and (y) the Tranche B Maturity Date Date. (k) The application of any proceeds received by LLC to be applied for such Tranche mandatory repayment under Sections 3.2(b), (c), (e) and (f) shall be subject to Compliance by LLC with the requirements for Distribution under Section 13 of Term Loansthe LLC Agreement. (l) Nothing in this Section 3.2 shall limit any other rights or remedies a Lender may have under Sections 8 and 8A of this Agreement or under applicable law in connection with any Event of Default.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt Borrowers shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter commencing after the Closing Date, an aggregate principal amount of Initial Term Loans equal to 1001.25% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of all Initial Term B-1 Loans outstanding on the Closing Date and (and accrued interest thereonii) in their entirety and thereafter to on the outstanding Initial Maturity Date for Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon(ii), as the same may be reduced as provided in this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the application of prepayments in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Commitment Agreement, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon which the receipt of Parent or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (ivRefinancing Term Loans and Refinancing Notes)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within five Business Days following each date on or after the Closing Date upon which Parent or any Restricted Subsidiary receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). Notwithstanding the foregoing, Parent or such Restricted Subsidiary may apply all or a portion of such Net Sale Proceeds to reinvest in the purchase of assets useful in the business of Parent and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, Parent or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within six months following such 12-month period during which Parent so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Parent or such Restricted Subsidiary of such Net Sale Proceeds, Parent or such Restricted Subsidiary has not so used all or a portion of such Net Sale Proceeds otherwise required to be applied as a mandatory repayment pursuant to this sentence, an amount equal to the remaining portion of such Net Sale Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), in each case under this clause (ii), which prepayments are made at any time prior to the Excess Cash Flow Payment Date and not previously applied to reduce an Excess Cash Flow payment shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower Parent or any Restricted Subsidiary receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h). Notwithstanding the foregoing, Parent or such Restricted Subsidiary may apply such Net Insurance Proceeds to reinvest in the purchase of assets useful in the business of Parent and its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12-month period, Parent or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Parent or any of its Restricted Subsidiaries of such proceeds Net Insurance Proceeds, Parent or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds otherwise required to be applied as a mandatory repayment pursuant to this sentence, an amount equal to the remaining portion of such Net Insurance Proceeds shall be applied first as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period, as the case may be. (g) Each amount required to be applied pursuant to Sections 5.02(d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term B-2 Loans, with each Tranche of then outstanding Term Loans (and accrued interest thereon) in their entirety and thereafter to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term B-1 Loans; provided furtherLoans in accordance with clause (d) or (f) above, however, with respect up to no more than $15,000,000 in a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Cash Sale Proceeds received by the Borrower in any fiscal year of the Borrower, or Net Insurance Proceeds may be applied to prepay or repurchase such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, pari passu secured Indebtedness in lieu of applying such Net Cash Proceeds prepaying Term Loans as provided above. Prepayments pursuant to repay Section 5.02(c) shall be applied to the Tranche or Tranches of Term B-1 LoansLoans selected by Parent. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to deposit all such Net Cash Proceeds in a segregated account Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, Parent may (subject to the Borrower may priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Parent as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, or if the repatriation of any such amount would result in any adverse tax consequence to any Foreign Subsidiary of Parent or its Restricted Subsidiaries as reasonably determined by the Borrowers in good faith, the portion of such Net Sale Proceeds, Net Insurance 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 5.02 so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States or until a change in the tax treatment would allow such repatriation without any adverse tax consequences as reasonably determined by the Borrowers in good faith (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, or a change in the tax treatment would allow such repatriation without any adverse tax consequences as reasonably determined by the Borrowers in good faith, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after repatriation) applied (net of additional taxes payable or reserved against as a result thereof and additional costs relating to such repatriation) to the repayment of the Term Loans pursuant to this Section 5.02. (k) The Parent shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of Parent’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Parent no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. The Administrative Agent shall notify Parent of any rejection by any Lender of any mandatory prepayment of Term Loans on the Business Day before such payment would otherwise be due hereunder. Any Declined Proceeds may be retained by the Borrowers in accordance with this Agreement.

Mandatory Repayments. (a) In addition to As long as no Event of Default has occurred and is continuing, then within 365 days after the Parent or any other mandatory repayments pursuant to this Section 5.02of its Subsidiaries shall receive Net Available Cash from any Asset Sale, concurrently upon the receipt Parent or any of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of its Subsidiaries may use the Net IPO Proceeds therefrom Available Cash from such Asset Sale to acquire Additional Assets. If the Parent or any of its Subsidiaries do not so use any or all of such Net Available Cash, then on the 366th day after its receipt the Net Available Cash not so used shall be applied toward the repayment of the Loans as set forth in Section 2.3(b). The requirement in the first sentence of this Section 2.3(a) shall be deemed to be satisfied if any agreement (including a mandatory prepayment lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Parent or any of its Subsidiaries within the time period specified in such sentence and such Net Available Cash is subsequently applied in accordance with such agreement within six months following the requirements execution of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)agreement. (b) [Reserved](i) Concurrently with each delivery of financial statements pursuant to Section 6.1(a)(i) and (a)(ii), if the Consolidated Total Debt Ratio is greater than 4.00 to 1.00 as of the end of such fiscal quarter for which financial statements are being delivered, the Aggregate Commitment shall be permanently reduced by $10,000,000. (ii) Commencing with the fiscal quarter ending September 30, 2017, concurrently with each delivery of financial statements pursuant to Section 6.1(a)(i) and (a)(ii), if the Consolidated Total Debt Ratio is greater than 4.00 to 1.00 as of the end of such fiscal quarter for which financial statements are being delivered, the Aggregate Commitment shall be permanently reduced by an amount equal to the difference between the Aggregate Commitment in effect immediately prior to any reduction of the Aggregate Commitment pursuant to this Section 2.3(b)(ii) and an amount equal to 12.5% of Consolidated Tangible Assets on such date. For the avoidance of doubt, a reduction of the Aggregate Commitment pursuant to this Section 2.3(b) shall not cause the Aggregate Commitment to be less than $400,000,000. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted Amounts to be incurred applied in connection with prepayments made pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom 2.3 shall be applied as a mandatory to the repayment of the Loans in accordance with the requirements Section 2.11. The application of Sections 5.02(h); provided that such proceeds any repayment pursuant to Section 2.11 shall be applied first made, first, to repay Floating Rate Advances and, second, to Eurodollar Advances. Each repayment of the outstanding principal amount of Term B-2 Loans (and under Section 2.3 shall be accompanied by accrued interest thereon) in their entirety and thereafter to the outstanding principal date of such repayment on the amount of Term B-1 Loans (prepaid and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments amounts owing pursuant to this Section 5.023.3. For the avoidance of doubt, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal repayment made pursuant to 100% of the Net Cash Proceeds from such Recovery Event Section 2.3(a) shall be applied as a mandatory repayment in accordance with made subject to the Mandatory Commitment Reduction requirements of Section 5.02(h2.4(c); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsapplicable. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (aA) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently Immediately upon the receipt by any Borrower of the proceeds of any cash proceeds from a Qualified MLP IPOsale or disposition of Property or assets (other than Permitted Dispositions), such Borrower shall, subject to the order of the Bankruptcy Court, repay the outstanding principal amount of the Obligations in accordance with Section 2.4(b) in an amount equal to 100% of the such Net IPO Cash Proceeds therefrom (including condemnation awards and payments in lieu thereof) received by such Borrower in connection with such sales or dispositions. Nothing contained in this paragraph shall be applied as a mandatory prepayment permit any Borrower to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (B) Immediately upon the requirements receipt by any Borrower of Section 5.02(h); provided that such proceeds any Extraordinary Receipts, the Borrowers shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereonthe Obligations in accordance with Section 2.4(b) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (C) Immediately upon the Net Debt Proceeds therefrom shall be applied as issuance or incurrence by any Borrower of any Indebtedness (other than Indebtedness permitted under Section 7.1) or the issuance by any Borrower of any shares of Stock (other than in the event that any Borrower forms a mandatory repayment Subsidiary in accordance with Section 6.13, the requirements issuance by such Subsidiary of Sections 5.02(hStock to such Borrower); provided that such proceeds , the Borrowers shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereonthe Obligations in accordance with Section 2.4(b) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by such Person in connection with such incurrence of Indebtedness or such issuance of Stock. Notwithstanding the Borrower in any fiscal year foregoing, the provisions of the Borrower, such Net Cash Proceeds this paragraph shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are be deemed to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing an implied consent to any such issuance or Borrowings of the applicable Tranche pursuant to incurrence which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 is otherwise prohibited by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionterms and conditions of this Agreement. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon On the first Business Day following receipt of any cash proceeds Net Cash Proceeds from a Qualified MLP IPOAsset Sales, an amount equal to 100% the Borrower shall deposit such Net Cash Proceeds into the Blocked Account, other than Net Cash Proceeds from Asset Sales permitted by Section 10.02(iv), (v), (vi), (viii), (x), (xiii) or (xiv). Notwithstanding the previous sentence or any other provisions of this Agreement (i) Net Cash Proceeds from Asset Sales by the Net IPO Proceeds therefrom Mexican JV and distributions on account of any equity interest in the Mexican JV that are received following the Amendment and Restatement Effective Date shall be applied as a mandatory prepayment follows: (A) the first $8,000,000 in accordance with the requirements aggregate of Section 5.02(h); provided that all such proceeds shall be applied first to repay Net Cash Proceeds may, at the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% option of the Net Debt Proceeds therefrom shall Required Lenders, be applied as a mandatory repayment of the outstanding Loans, deposited into the Blocked Account or a combination of both, (B) the next $5,000,000 in accordance with the requirements aggregate of Sections 5.02(h); provided that all such proceeds Net Cash Proceeds shall be deposited into the Blocked Account, and (C) thereafter, 50% of all such Net Cash Proceeds may, at the option of the Required Lenders, be applied first to repay as a repayment of the outstanding principal amount Loans, deposited into the Blocked Account or a combination of Term B-2 Loans (both, and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100remaining 50% of all such Net Cash Proceeds (such proceeds, the “Borrower Excess Proceeds”) shall be deposited into the Blocked Account, and (ii) unless deposited into the Blocked Account, the Net Cash Proceeds from the Asset Sales permitted by Section 10.02(xiii) shall only be used to fund the operations of the Credit Parties in Nigeria or otherwise held in Nigeria. Any amount deposited into the Blocked Account (other than amounts deposited under clause (B) above and the Borrower Excess Proceeds) may, at any time after such Recovery Event shall deposit, at the option of the Required Lenders, be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (hb) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: that (i) repayments of LIBO Rate Term Eurodollar 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; full and (ii) each repayment of any Term Loans made pursuant to comprising 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 discretion. (ic) In addition Notwithstanding anything to any other mandatory repayments pursuant to the contrary contained elsewhere in this Section 5.02Agreement, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term LoansDate.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently The Company shall make a repayment of the -------------------- Loans upon the receipt occurrence of any cash proceeds of the following (each a "Mandatory Repayment ------------------- Event") at the following times and in the following amounts (such applicable ----- amounts being referred to as "Designated Proceeds"): ------------------- (i) Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from a Qualified MLP IPOany Asset Sale, in an amount equal to 100% of the such Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance Cash Proceeds. (ii) Concurrently with the requirements receipt by the Company or any Subsidiary of Section 5.02(h); any Net Cash Proceeds from any issuance of equity securities of the Company or any Subsidiary (excluding (a) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program, (b) any issuance by a Subsidiary to the Company or another Subsidiary, (c) in connection with the equity contribution required pursuant to subsection 11.1 hereof, (d) in connection with the exercise of the Warrants, and (e) any issuance of shares of capital stock to UC Holdings in an amount equal to not more than $25,000,000 for purposes of financing the MPM Acquisition, provided that such proceeds shall be applied first to repay funds are actually utilized by the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) Company in their entirety and thereafter to connection with consummating the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)MPM Acquisition), in an amount equal to 100% of the such Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)Cash Proceeds. (diii) [Reserved]. (e) [Reserved]. (f) In addition to Concurrently with the receipt by the Company or any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives Subsidiary of any cash proceeds Net Cash Proceeds from any Recovery Eventissuance of any Debt of the Company or any Subsidiary (excluding Debt permitted by clauses (a) through (h) of Section 10.7), in an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of ------------ such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsProceeds. (gb) [Reserved]. (h) With respect If on any day on which the Revolving Commitment Amount is reduced pursuant to each repayment of Term Loans required by this Section 5.026.1.2 the Revolving Outstandings exceed the Revolving ------------- Commitment Amount, the Borrower may designate the Types of Term Company shall immediately repay Revolving Loans of the applicable Tranche which are in an amount sufficient to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which eliminate such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretionexcess. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently upon the receipt all then outstanding Loans of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom respective Tranche shall be applied as a mandatory prepayment repaid in accordance with full on the requirements of Section 5.02(h); provided that Maturity Date for such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)Tranche. (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently upon the receipt occurrence of a Change of Control, the Borrower shall make an offer to prepay the Loans in full in accordance with the provisions of Section 4.02(i). (c) After the satisfaction of the Discharge Conditions and in addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests (other than, in any case, (i) issuances of Equity Interests to the Borrower or any Subsidiary of the Borrower to the extent made by any Subsidiary of the Borrower, (ii) any capital contributions to any Subsidiary of the Borrower to the extent made by the Borrower or any Subsidiary of the Borrower, (iii) sales or issuances of the Borrower’s Common Stock to employees, officers, consultants and/or directors of the Borrower and its Subsidiaries (including as a result of the exercise of any options with respect thereto), (iv) Issuances of Equity Interests pursuant to Warrants issued to any Lender or other warrants or rights outstanding as of and as in effect on the Closing Date, (v) other sales or issuances of Equity Interests resulting in Net Cash Proceeds to Borrower and its Restricted Subsidiaries of less then $1,000,000 in any twelve month period, provided that once such $1,000,000 threshold is reached or exceeded, the prepayment obligations set forth in this section shall apply with respect to the full amount of such Net Cash Proceeds or (vi) sales or issuance of the Borrower’s Common Stock to any Permitted Holder, the Borrower shall make an offer to prepay the Loans by an amount equal to 25% of the Net Cash Proceeds of such capital contribution or sale or issuance of Equity Interests in accordance with the requirements of Sections 4.02(i). (d) After the satisfaction of the Discharge Conditions and in addition to any other mandatory repayments pursuant to this Section 4.02, if the Borrower or any of its Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)8.04), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, shall make an offer to prepay the Loans by an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment of the respective issuance or incurrence of Indebtedness in accordance with the requirements of Section 5.02(h4.02(i); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (ge) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, After the Borrower may designate the Types of Term Loans satisfaction of the applicable Tranche which are to be repaid and, Discharge Conditions and in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.024.02, if the Borrower or any of its Subsidiaries receives any cash proceeds from any Asset Sale (other than any Asset Sales or series of related Asset Sales where the aggregate Net Sale Proceeds therefrom do not exceed $1,000,000 individually and $2,500,000 in the aggregate in any fiscal year of the Borrower), the Borrower shall make an offer (each an “Asset Sale Offer”), to prepay the Loans by an amount equal to 100% of the Net Sale Proceeds therefrom in accordance with the requirements of Section 4.02(i); provided, however, such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower delivers a certificate (which certificate shall set forth the estimates of the Net Sale Proceeds to be so expended) to the Administrative Agent stating that such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 8.09 within the Relevant Reinvestment Period, 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 4.02(e) are not so reinvested within such Relevant Reinvestment Period, the Borrower shall make an offer to prepay the Loans by an amount equal to such remaining portion in accordance with Section 4.02(i). (f) After the satisfaction of the Discharge Conditions and in addition to any other mandatory repayments pursuant to this Section 4.02, if the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Insurance Proceeds therefrom do not exceed $250,000 individually and $500,000 in the aggregate in any fiscal year of the Borrower), the Borrower shall make an offer, within five Business Days of such receipt, to prepay the Loans by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event in accordance with the requirements of Section 4.02(i); provided, however, such Net Insurance Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then outstanding Term exists and the Borrower delivers a certificate to the Administrative Agent stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within the Relevant Reinvestment Period (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), and provided, further, that if all or any portion of such Net Insurance Proceeds not required to be so applied pursuant to the preceding proviso are not so used within the Relevant Reinvestment Period, the Borrower shall make an offer to prepay the Loans by an amount equal to such remaining portion in accordance with the requirements of Section 4.02(i). (g) After the satisfaction of the Discharge Conditions and in addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, the Borrower shall make an offer to prepay the Loans by an amount equal to the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Payment Period in accordance with the requirements of Section 4.02(i). (h) If the Borrower is required to make an offer to prepay the Loans pursuant to Sections 4.02(b), (c), (d), (e), (f) or (g), the Borrower shall: (i) within five Business Days following the event or circumstance as a result of which such offer to prepay is required to be made, deliver a written notice to the Administrative Agent (which shall promptly furnish such notice to the Lenders) which shall (A) describe such event or circumstance, (B) state that each Lender has the right to require the Borrower to prepay all or a portion of such Lender’s Loan, as applicable (subject to the pro rata provisions in Section 4.02(i) and in the case of any Tranche Change of Term Control Offer, subject to clause (v) hereof), at par, plus accrued and unpaid interest to the date of prepayment, by delivering acceptance of such notice no earlier than five Business Days prior to the prepayment date referred to in clause (C); and (C) specify a prepayment date for such prepayment (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); (ii) on the prepayment date referred to in clause (i)(C) above, the Borrower shall (subject to the pro rata provisions in Section 4.02(i)), prepay the Loans (or portion thereof), as applicable, of the Lenders who accept the offer to prepay in accordance with the terms thereof at a purchase price in cash equal to par, plus accrued and unpaid interest to the date of prepayment, it being understood and agreed that any Lender that has failed to deliver acceptance of the notice referred to in clause (i)(B) above shall be deemed to have rejected the offer to prepay; (iii) in respect of any amount which is rejected by the Lenders pursuant to clauses (i) and (ii) above under an initial offer to repay (the “First Offer”) (A) make a second offer to prepay the Loans (the “Second Offer”) by such amount to the accepting Lenders under the First Offer; and (iv) in respect of any amount which is rejected by the Lenders under the Second Offer, retain such amount for application for any purpose not prohibited by this Agreement. (v) notwithstanding anything to the contrary contained herein, in the case of a Change of Control Offer, such offer shall be made subject to the prior rights of the First-Lien Lenders, as described in Section 4.02 of the First-Lien Credit Agreement. (i) With respect to each repayment of Loans required by this Section 4.02, (i) if any repayment of Loans shall reduce the outstanding Loans to an amount less than the Minimum Borrowing Amount, then at such time all outstanding Loans shall be repaid prepaid in full full; and (ii) to the extent the Obligations to be prepaid exceed the Net Cash Proceeds, Net Sale Proceeds or Net Insurance Proceeds (in each case, if applicable) or in the case of a Asset Sale Offer, the amount available therefor or other amount by which the Borrower is required to prepay the Loans in accordance with this Section 4.02 each repayment of any Loans shall be applied pro rata to the Loans held by the various Lenders (based on the Maturity Date for such Tranche of Term Loansrespective principal amounts thereof).

Mandatory Repayments. (a) In addition to Upon any other mandatory repayments sale and/or issuance of debt or equity securities (including, without limitation, Ordinary Shares, Ordinary Share Equivalents, preferred stock, warrants (including any exercise of the Warrant provided such exercise is pursuant to this Section 5.02a “restrike” or “exercise and reload” transaction), concurrently upon convertible notes, convertible securities, warrants and Ordinary Shares issued pursuant to “at-the-market” offering programs) of the receipt Borrower or any subsidiary of the Borrower (a “Subsequent Placement”), the Noteholder may, at its option exercisable within 5 days after the public announcement or other notification of any cash proceeds from such Subsequent Placement, require the Borrower to prepay a Qualified MLP IPO, an amount portion of this Note at the Redemption Value equal to 10025% (or 15% solely with respect to an “at-the-market” offering program) of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such gross proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount Borrower or the applicable subsidiary from such Subsequent Placement. If requested by the Noteholder, in connection with any Subsequent Placement, the Borrower shall, or shall cause the underwriter, placement agent or investors for such Subsequent Placement, to include the repayment of Term B-2 Loans (and accrued interest thereon)this Note in the funds flow for the closing of such Subsequent Placement, such repayment to come directly by wire transfer of immediately available funds from the underwriter, placement or investors in such Subsequent Placement. (b) [Reserved]Upon the occurrence of a Change of Control, the Noteholder may, at its option, exercisable at any time commencing on the public announcement of such Change of Control until the 30th day after the consummation thereof, require the Borrower to repay this Note in full at 115% of the Redemption Value. (c) In addition Nothing in this Section 3.3 shall be deemed implied consent to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received transaction prohibited by the Borrower in any fiscal year terms of this Note or the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsother Loan Documents. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon).[Reserved] (b) [Reserved]If the Borrower or any Subsidiary shall incur any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 7.1), one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or such Subsidiary from such incurrence shall be paid to the Administrative Agent on the date of receipt of the proceeds thereof by the Borrower or such Subsidiary as a mandatory payment of the Loans. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section 2.12(c) shall authorize the Borrower or any Subsidiary to incur any Indebtedness except to the extent permitted by this Agreement. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness One hundred percent (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% %) of the Net Debt Cash Proceeds therefrom shall be applied as a mandatory repayment from any Disposition by any Loan Party made after the Closing Date which (together with the Net Cash Proceeds from all other Dispositions which were not reinvested in accordance with the requirements following sentence) exceed $10,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of Sections 5.02(hreceipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Disposition or on the date of, or any date after such Disposition and prior to, any reinvestment permitted pursuant to this clause (c), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Disposition Reinvestment Amount”), in productive assets of a kind then used or usable in the business of the Loan Parties, within one year after the date of such Disposition; provided that pending any such proceeds reinvestment, such Disposition Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Disposition Reinvestment Amount is not reinvested by the applicable Loan Party as permitted pursuant to the foregoing sentence prior to the last day of such one year period, or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Disposition Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (c) shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section shall authorize the Borrower or any Subsidiary to effect any Disposition except to the extent permitted by this Agreement. (d) [Reserved]With respect to any Event of Loss of any Loan Party occurring on or after the Closing Date, one hundred percent (100%) of the Net Cash Proceeds from any such Event of Loss which (together with the Net Cash Proceeds from all other Events of Loss which were not reinvested in accordance with the following sentence) exceed $10,000,000 in the aggregate, shall be paid to the Administrative Agent on the date of receipt thereof by such Loan Party as a mandatory payment of the Obligations. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Event of Loss or on the date of, or any date after such Event of Loss and prior to, any reinvestment pursuant to this clause (d), such Loan Party shall not be required to pay such Net Cash Proceeds to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Cash Proceeds (the “Event of Loss Reinvestment Amount”), to repair or replace the assets subject to such Event of Loss, within one year after the date of such Event of Loss; provided that pending any such reinvestment, such Event of Loss Reinvestment Amount shall be held at all times prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Event of Loss Reinvestment Amount is not reinvested by such Loan Party as permitted by the foregoing sentence prior to the last day of such one year period or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Event of Loss Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (d) shall be applied to the Obligations in the order set forth in Section 2.12(g) below. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02Commencing with the Fiscal Year ending December 31, within 10 days following 2014 and for each date on or after Fiscal Year thereafter, if the Closing Date upon which Total Net Leverage Ratio of the Borrower receives as of the last day of any cash proceeds from any Recovery EventFiscal Year is equal to or greater than 2.50 to 1.00, the Borrower shall pay or cause to be paid to the Administrative Agent, no later than the 95th day following the last day of such Fiscal Year an amount equal to 10050% of the Net difference of (i) Excess Cash Proceeds from Flow for such Recovery Event Fiscal Year minus (ii) any voluntary prepayments applied to the Term Loans in such Fiscal Year which are not financed with Indebtedness. All such payments shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 Obligations in the aggregate of such Net Cash Proceeds received by the Borrower order set forth in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsSection 2.12(g) below. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing Any payment due hereunder shall be applied first, to repay the principal installments of the Term Loans owing under Section 2.9(c) pro rata among such in direct order of maturity for the next eight scheduled payments pursuant to Section 2.9(c) following the applicable payment, second, to repay Term Loans on a pro rata basis (and applied to principal installments owing under Section 2.9(c) on a pro rata basis (including the final installment due and payable on the Term Loan Maturity Date)), third, to repay outstanding Swingline Loans and fourth to repay outstanding Revolving Loans. In Notwithstanding the absence foregoing, if an Event of a designation Default exists, all Net Cash Proceeds shall be applied in the manner set forth in Section 2.27(b). The Aggregate Revolving Commitments of all Lenders shall not be permanently reduced by the Borrower as described in amount of any payment of the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to Swingline Loans or Revolving Loans due under this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans2.12.

Mandatory Repayments. (a) In addition to On any other mandatory repayments pursuant to this Section 5.02day on which the sum of (I) the aggregate outstanding principal amount of Revolving Loans, concurrently upon plus (II) the receipt aggregate outstanding principal amount of any cash proceeds from a Qualified MLP IPOSwingline Loans plus (III) the Letter of Credit Outstandings, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to 100such 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 shall cash collateralize such excess amount only in accordance with procedures similar to Section 2.01(g). (b) The Borrower shall repay outstanding principal of Initial Term Loans (I) on each Quarterly Payment Date (commencing on July 1, 2010) prior to the Initial Term Loan Maturity Date (each such date, a “Scheduled Initial Term Loan Repayment Date”), in an amount equal to 1/4 of 1% of the Net IPO Proceeds therefrom excess of (x) the aggregate original principal amount of the Initial Term Loans borrowed under this Agreement (on the Initial Borrowing Date) minus (y) the original principal amount of Initial Term Loans prepaid prior to such date pursuant to Sections 4.01(c), 9.04(xvii)(iii) and 14.04(k) (each such repayment as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Scheduled Initial Term Loan Repayment”) and (II) on the Initial Term Loan Maturity Date in an amount equal to the remaining unpaid principal amount of the Initial Term Loans at such time; provided that if any Incremental Term Loans are incurred which will be added to (and form part of) an the Tranche of Initial Term Loans, the amount of the then remaining Scheduled Initial Term Loan Repayments shall be applied as a mandatory prepayment proportionally increased (with the aggregate amount of increases to the then remaining Scheduled Initial Term Loan Repayments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred) in accordance with the requirements of Section 5.02(h1.11(c); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition The Borrower shall repay the principal amount of Incremental Term Loans on the dates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans (each such repayment as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Scheduled Incremental Term Loan Repayment,” and, together with the Scheduled Initial Term Loan Repayments, collectively, the “Scheduled Term Loan Repayments”, and each such date a “Scheduled Incremental Term Loan Repayment Date” and, together with the Scheduled Initial Term Loan Repayment Dates, collectively, the “Scheduled Term Loan Repayment Dates”), provided that if any other mandatory repayments Incremental Term Loans are incurred which will be added to (and form part of) an existing Tranche of Incremental Term Loans, the amount of the then remaining Scheduled Incremental Term Loan Repayments of the respective Tranche shall be proportionally increased (with the aggregate amount of increases to the then remaining Scheduled Incremental Term Loan Repayments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred) in accordance with the requirements of Section 1.11(c); provided, further, that the amount of any Scheduled Incremental Term Loan Repayment for any Tranche of Incremental Term Loans shall be reduced proportionately by the original principal amount of Incremental Term Loans of such Tranche prepaid prior to such date pursuant to this Section 5.02Sections 4.01(c), concurrently 9.04(xvii)(iii) and 14.04(k). (d) No later than the fifth Business Day, after each date on or after the Initial Borrowing Date upon the receipt which VHS Holdco I or any of its Subsidiaries receives any cash proceeds from any issuance incurrence by VHS Holdco I or incurrence any of its Subsidiaries of Indebtedness for borrowed money (other than excluding Indebtedness for borrowed money permitted to be incurred pursuant to Section 10.04 (9.04 other than pursuant to Section (iv9.04(xvii)(ii)), an amount equal to 100% of the Net Debt Proceeds therefrom of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of outstanding Term Loans in accordance with the requirements of Sections 5.02(h4.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02No later than the fifth Business Day, within 10 days following after each date on or after the Closing Initial Borrowing Date upon which the Borrower VHS Holdco I or any of its Subsidiaries receives any cash proceeds from any Recovery EventEvent or any sale or other disposition of assets, including sales or other dispositions of capital stock, other Equity Interests and securities held by VHS Holdco I or any of its Subsidiaries (but excluding (A) sales or transfers of assets permitted by Sections 9.02(ii), (v), (vi), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi) and (xviii), (B) Recovery Events, sales or other dispositions of assets (other than those dispositions described in clauses (A) and (C) of this Section 4.02(e)) the aggregate Net Sale/Recovery Event Proceeds of which do not exceed $7,500,000 in any one transaction or series of transactions or $20,000,000 in any fiscal year of VHS Holdco I, and (C) so long as no Specified Default then exists, Recovery Events, sales or other dispositions of assets (other than those dispositions described in clauses (A) and (B) of this Section 4.02(e)), the Net Sale/Recovery Event Proceeds of which do not in the aggregate exceed the greater of (x) $400,000,000 and (y) 15% of VHS Holdco I’s Total Assets; provided that in the case of this clause (C), such Net Sale/Recovery Event Proceeds are used (or contractually committed to be used) to purchase, maintain, develop, construct, upgrade, repair or improve tangible assets for use in the business of the Borrower and its Subsidiaries (including through the acquisition of any Person that owns such tangible assets in a transaction otherwise permitted by this Agreement) within 365 days (or, to the extent contractually committed to be used (but not actually used) within such 365 day period, within 180 days thereafter) following the receipt of such Net Sale/Recovery Event Proceeds and VHS Holdco I delivers a certificate to the Administrative Agent on or prior to such date of receipt stating that such Net Sale/Recovery Event Proceeds shall be used (or contractually committed to be used) to purchase, maintain, develop, construct, upgrade, repair or improve such tangible assets within 365 days following the date of the receipt of such Net Sale/Recovery Event Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended)), an amount equal to 100% of the Net Cash Proceeds from such Sale/Recovery Event Proceeds therefrom shall be applied as a mandatory repayment of outstanding Term Loans in accordance with the requirements of Sections 4.02(g) and (h). To the extent Net Sale/Recovery Event Proceeds are not required to be applied pursuant to this Section 5.02(h4.02(e) as a result of clause (C) and all or any portion of such Net Sale/Recovery Event Proceeds are not so reinvested in tangible assets within the 365 day period referred to above (or, if contractually committed to be used within such 365 day period, within180 days thereafter); provided that , then the remaining portion of such proceeds Net Sale/Recovery Event Proceeds shall be applied first on the last day of such applicable period as otherwise required by this Section 4.02(e) (determined without regard to repay such clause (C)). (f) On each Excess Cash Payment Date, so long as Excess Cash Flow for the outstanding relevant Excess Cash Payment Period exceeds $2,000,000, an amount equal to the excess of (i) the Applicable ECF Percentage of such Excess Cash Flow in excess of $2,000,000 for the relevant Excess Cash Payment Period minus (ii) the principal amount of optional prepayments of Term B-2 Loans pursuant to Section 4.01(a) (other than with the proceeds of Indebtedness) and accrued interest thereon) in their entirety and thereafter optional repayments of Revolving Loans to the Term B-1 Loans; provided further, however, with respect extent accompanied by reductions in Revolving Loan Commitments pursuant to no more than $15,000,000 in the aggregate of Section 3.02 during such Net Excess Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds Payment Period shall not give rise to be applied as a mandatory repayment to of outstanding Term Loans in accordance with the extent that no Event requirements of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsSections 4.02(g) and (h). (g) [Reserved]Each amount required to be applied pursuant to any of Sections 4.02(d), (e) or (f) shall be applied to prepay Term Loans of each Tranche on a pro rata basis based on each such Tranche’s Relevant Term Loan Percentage and with respect to any Tranche shall be applied to reduce Scheduled Term Loan Repayments under such Tranche as specified by the Borrower to the Administrative Agent. (h) With respect to each repayment of Term Loans required by this Section 5.024.02, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Rate Term Eurodollar Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Eurodollar Loans pursuant to this Section 5.02 may only 4.02 shall be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Eurodollar Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 LoansLoans of all Lenders. 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. Notwithstanding the foregoing provisions of this Section 4.02, if at any time the mandatory repayment of Loans pursuant to subsection (d), (e) or (f) of this Section 4.02 would result, after giving effect to the procedures set forth above in this clause (h), in the Borrower incurring breakage costs under Section 1.08 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower, with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided, however, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall) apply any or all proceeds then on deposit in such collateral account to the payment of such Affected Loans. (i) In addition Notwithstanding anything to any other mandatory repayments pursuant to this Section 5.02the contrary contained elsewhere in the Agreement, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the respective Maturity Date for such Tranche of Loans. (j) Notwithstanding anything to the contrary contained in this Section 4.02 or elsewhere in this Agreement, the Borrower shall have the option, in its sole discretion, to give the Lenders with outstanding Term Loans of any Tranche the option to waive a mandatory repayment of such Term Loans pursuant to Sections 4.02(d), (e) or (f) (each such prepayment or repayment, a “Waivable Repayment”) upon the terms and provisions set forth in this Section 4.02(j). If the Borrower elects to exercise the option referred to in the preceding sentence, the Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders of the selected Tranche or Tranches the right to waive a Waivable Repayment at least five Business Days prior to such repayment, which notice the Administrative Agent shall promptly forward to all Lenders of the selected Tranche or Tranches (indicating in such notice the amount of such repayment to be applied to each such Lender’s outstanding Term Loans). Any offer by the Borrower to permit such Lenders to waive any such Waivable Repayment may apply to all or part of such repayment, provided that any offer to waive part of such repayment must be made ratably to such Lenders on the basis of their outstanding Term Loans of the selected Tranche or Tranches. In the event any such Lender desires to waive such Lender’s right to receive any such Waivable Repayment in whole or in part, such Lender shall so advise the Administrative Agent no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such Lender desires to receive in respect of such repayment. If any Lender does not validly reply to the Administrative Agent within the aforementioned two Business Day period, such Lender will be deemed not to have waived any part of such repayment. If any Lender indicates that it desires to waive any prepayment but does not specify an amount such Lender wishes to waive, it will be deemed to have waived 100% of the amount of its share of such payment. In the event that any such Lender waives all or part of such right to receive any such Waivable Repayment, the amount (the “Declined Proceeds”) so waived shall be retained by the Borrower.

Mandatory Repayments. (a) In addition the event of a sale, licensing or other similar transaction involving solely Intellectual Property (such transaction, an “IP Transaction”), where such IP Transaction requires the prior written consent of Lender and the release of Lender’s first priority lien thereon, seventy-five percent (75%) of the Net Proceeds from such IP Transaction shall be paid to any other mandatory repayments pursuant Lender directly from the closing of the IP Transaction, and such payment will be treated as a payment of the Loan, such that the outstanding unpaid principal amount of the Loan will be reduced by the amount of such payment to this Section 5.02, concurrently upon Lender. (b) In the receipt event of any cash proceeds financing, business combination or similar transaction (such transaction, a “Material Transaction”), the Net Proceeds from such Material Transaction shall be payable to Lender as follows: (i) Twenty percent (20%) of the Net Proceeds from the Material Transaction shall be paid to Lender directly from the closing of such Material Transaction, and such payment will be treated as a Qualified MLP IPOpayment of the Loan, an such that the outstanding and unpaid principal amount of the Loan will be reduced by the amount of such payment to Lender; and (ii) An amount equal to 100% one percent (1%) of the Net IPO Proceeds therefrom from any Material Transaction shall be applied as a mandatory prepayment in accordance with paid to Lender weekly until the requirements Maturity Date, and the amount of Section 5.02(h); provided that such proceeds weekly payments shall be applied first to repay the outstanding principal amount of Term B-1 Loans (any accrued and accrued unpaid interest thereon) in their entirety and thereafter then to the outstanding principal principal, where additional IP Transactions or Material Transactions shall be aggregated for the purposes of calculating the amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]the weekly payments. (c) In addition to any other mandatory repayments pursuant to this Section 5.02set forth in subsection (e) above, concurrently upon in the receipt event of any cash proceeds from IP Transaction or any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Material Transaction, an amount equal to 100% of the Net Debt Proceeds therefrom shall be payable and applied toward the Transaction Expense, the outstanding amounts owed to DID and Xxx Xxxxx in the aggregate amount of approximately $270,000.00 (the “Vendor Expense”) and the Interest Expense, in such order, as follows: (i) for such aggregate Net Proceeds received up to $1,000,000.00, seven percent (7%) of such aggregate Net Proceeds shall be payable and applied as a mandatory repayment described above; (ii) for such aggregate Net Proceeds received in accordance with the requirements excess of Sections 5.02(h); provided that $1,000,000 and up to $2,000,000.00, twelve percent (12%) of such proceeds aggregate Net Proceeds shall be payable and applied first to repay the outstanding principal amount as described above; and (iii) for such aggregate Net Proceeds received in excess of Term B-2 Loans $2,000,000.00, twenty-two percent (22%) of such aggregate Net Proceeds shall be payable and accrued interest thereon) applied as described above until such Interest Expense, such Vendor Expense and such Transaction Expense are paid in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)full. (d) [Reserved]. (e) [Reserved]. (f) In addition the event that a payment is made to any other mandatory repayments Lender pursuant to this Section 5.02either subsection (a), within 10 days following each date on subsection (b) or after subsection (c) above and such payment results in the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% reduction of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with outstanding and unpaid principal of the requirements of Section 5.02(hLoan to less than Two Hundred Thousand ($200,000.00); provided that such proceeds shall be applied first to repay , the entire remaining outstanding and unpaid principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing Loan shall be applied pro rata among immediately due and payable with 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 discretionpayment. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt Borrowers shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with June 2018, an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of Initial Term B-1 Loans equal to $2,100,000 and (and accrued interest thereonii) in their entirety and thereafter to on the outstanding Initial Maturity Date for Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans that remain outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon(ii), as the same may be reduced as provided in this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the application of prepayments or otherwise in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Amendment, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon the receipt which Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (ivRefinancing Term Loans and Refinancing Notes)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $22,500,000 in the aggregate of such Net Sale Proceeds received by Lead Borrower and its Restricted Subsidiaries in any fiscal year of Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans. Notwithstanding the foregoing, Lead Borrower or such Restricted Subsidiary may apply all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or such Restricted Subsidiary of such Net Sale Proceeds, Lead Borrower or such Restricted Subsidiary has not so used all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable ECF Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 22,500,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment. Notwithstanding the foregoing, Lead Borrower may apply such Net Insurance Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds that no Event would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of Default then exists; provided further such Net Insurance Proceeds that following the would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in full accordance with the requirements of Sections 5.02(g) and (h) on the Term B-2 Loans, the Borrower may elect, in lieu last day of applying such Net Cash Proceeds to repay Term B-1 Loans12-month (or, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which extent applicable, 18-month) period, as the Administrative Agent has been granted control as collateral for all remaining Obligationscase may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to prepay Term Loans in accordance with clause (d) or (f) above may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by Lead Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance 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 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of Lead Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Term Loans pursuant to this Section 5.02 or (ii) to the extent that Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) The Borrowers shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of Lead Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds, to the extent retained by Lead Borrower following compliance with any provisions of the Second Lien Credit Agreement requiring prepayments or offers to prepay with Declined Proceeds, are referred to herein as “Retained Declined Proceeds”.

Mandatory Repayments. (a) In addition the event that after the Effective Date, any Loan Party shall issue any Equity Interests (other than Equity Interests issued to any the Borrower or a wholly owned Domestic Subsidiary of the Borrower and other mandatory repayments pursuant than Equity Interests issued by the Borrower to this Section 5.02fund Permitted Acquisitions), concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% fifty percent (50%) of the Net IPO Cash Proceeds therefrom received by any such Loan Party from such issuance shall be paid to the Administrative Agent on the date of receipt of the proceeds thereof by such Loan Party as a mandatory payment of the Loans. All such payments shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section shall authorize the Borrower or any Subsidiary to issue any Equity Interests except to the extent permitted by this Agreement. (b) [Reserved]. (c) In addition to the event that after the Effective Date, the Borrower or any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of Subsidiary shall incur any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to under Section 10.04 (other than Section (iv)7.1), an amount equal to one hundred percent (100% %) of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year or such Subsidiary from such incurrence shall be paid to the Administrative Agent on the date of receipt of the Borrower, proceeds thereof by such Borrower as a mandatory payment of the Loans. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section shall authorize the Borrower to incur any Indebtedness except to the extent permitted by this Agreement. (c) One hundred percent (100%) of the Net Cash Proceeds from any Disposition by any Loan Party made after the Effective Date which (together with the Net Cash Proceeds from all other Dispositions made during such Fiscal Year which were not reinvested in accordance with the following sentence) exceed $2,000,000 in any Fiscal Year shall not give rise be paid to the Administrative Agent on the date of receipt thereof by such Loan Party as a mandatory repayment to payment of the extent that Obligations. Notwithstanding the foregoing and provided (i) no Default or Event of Default then exists; provided further that following has occurred and is continuing on the repayment in full date of such Disposition or on the date of, or any date after such Disposition and prior to, any reinvestment permitted pursuant to this clause (c), and (ii) the Leverage Ratio of the Term B-2 LoansBorrower as of (A) the last day of the Fiscal Quarter immediately preceding such Disposition calculated on a Pro Forma Basis giving effect to such Disposition and (B) the last day of the Fiscal Quarter immediately prior to the any reinvestment permitted by this clause (c) calculated on a Pro Forma Basis giving effect to such Disposition and reinvestment, the Borrower may electdoes not exceed 2.00 to 1.00, in lieu of applying such Loan Party shall not be required to pay such Net Cash Proceeds to repay Term B-1 Loans, the Administrative Agent for payment of the Obligations to deposit all the extent such Loan Party reinvests such Net Cash Proceeds (the “Disposition Reinvestment Amount”), in productive assets of a kind then used or usable in the business of the Loan Parties, within one hundred eighty (180) days after the date of such Disposition; provided that, pending any such reinvestment, such Disposition Reinvestment Amount shall be held at all times prior to such reinvestment in a segregated deposit account subject to a Blocked Account Agreement. In the event that the Disposition Reinvestment Amount is not reinvested by the applicable Loan Party as permitted pursuant to the foregoing sentence prior to the last day of such one hundred eighty (180) day period, a Default or Event of Default occurs prior to such reinvestment or such amount is not permitted to be reinvested as a result of the Borrower’s failure to satisfy the Leverage Ratio set forth in clause (ii) prior to such reinvestment, the Borrower shall immediately pay such Disposition Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (c) shall be applied to the Obligations in the order set forth in Section 2.12(g) below. Nothing in this Section shall authorize the Borrower or any Subsidiary to effect any Disposition except to the extent permitted by this Agreement. (d) With respect to any Event of Loss of any Loan Party occurring on or after the Agreement Date, one hundred percent (100%) of the Net Cash Proceeds from any such Event of Loss which, in the aggregate with all such other Net Cash Proceeds received by a Loan Party in such Fiscal Year exceeds $250,000, shall be paid to the Administrative Agent on the date of receipt thereof by such Loan Party as a mandatory payment of the Obligations; provided, that, if the date of receipt of such Net Cash Proceeds is prior to the Effective Date, such amount shall be paid to the Administrative Agent on the Effective Date. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing on the date of such Event of Loss or on the date of, or any date after such Event of Loss and prior to, any reinvestment pursuant to this clause (d), such Loan Party shall not be required to pay such Net Cash Proceeds which do not exceed $10,000,000 to the Administrative Agent for payment of the Obligations to the extent such Loan Party reinvests such Net Proceeds (the “Event of Loss Reinvestment Amount”), to repair or replace the assets subject to such Event of Loss, within one year after the date of such Event of Loss; provided that, pending any such reinvestment, such Event of Loss Reinvestment Amount shall be held at all times after the Effective Date and prior to such reinvestment in a deposit account subject to a Blocked Account Agreement. In the event that the Event of Loss Reinvestment Amount is not reinvested by such Loan Party as permitted by the foregoing sentence prior to the last day of such one year period or a Default or Event of Default occurs prior to such reinvestment, the Borrower shall immediately pay such Event of Loss Reinvestment Amount to the Administrative Agent as a mandatory payment of the Obligations. All payments made in accordance with this clause (d) shall be applied to the Obligations in the order set forth in Section 2.12(g) below. (e) One hundred percent (100%) of the proceeds (such proceeds, the “Acquisition Payments”) of (i) any purchase price adjustment in favor of the Borrower over or any Subsidiary made pursuant to the terms of any Acquisition Document and (ii) any indemnification payment made to the Borrower or any Subsidiary after the Effective Date under the terms of any Acquisition Document which (together with all other Acquisition Payments received by the Borrower or any Subsidiary prior to such date under either sub-clause (i) or (ii) of this clause (e)) exceed $5,000,000, shall be paid to the Administrative Agent has been granted control on the date of receipt thereof by the Borrower or such Subsidiary as collateral a mandatory payment of the Obligations. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. (f) Commencing with the Fiscal Year ending December 31, 2012 and for all remaining Obligationseach Fiscal Year thereafter, if the Leverage Ratio of the Borrower as of the last day of any Fiscal Year is equal to or greater than 2.00 to 1.00, the Borrower shall pay or cause to be paid to the Administrative Agent, no later than the 95th day following the last day of such Fiscal Year an amount equal to 50% of the Excess Cash Flow for such Fiscal Year. All such payments shall be applied to the Obligations in the order set forth in Section 2.12(g) below. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing Any payment due hereunder shall be applied first to repay Term Loans on a pro rata among such basis (and applied to principal installments owing under Section 2.9(c) on a pro rata basis (including the final installment due and payable on the Term Loan Maturity Date)), second, to repay outstanding Swingline Loans and third to repay outstanding Revolving Loans. In Notwithstanding the absence foregoing, if an Event of a designation Default exists, all Net Cash Proceeds shall be applied in the manner set forth in Section 2.27(b). The Aggregate Revolving Commitments of all Lenders shall not be permanently reduced by the Borrower as described in amount of any payment of the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to Swingline Loans or Revolving Loans due under this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans2.12.

Mandatory Repayments. (ai) In addition If at any time: (A) the outstanding principal amount of all Loans exceeds the Aggregate Commitment less all outstanding L/C Obligations or (B) the outstanding principal amount of all Loans exceeds the Borrowing Base less all outstanding L/C Obligations, then the Borrowers shall immediately, by payment to the Agent for the account of the Lenders, repay Loans and furnish cash collateral as provided herein for, or repay, the L/C Obligations, in an aggregate amount equal to such excess. The mandatory prepayments set forth in this Section 2.3(b)(i) (and Section 2.3(b)(iii)) shall be applied: first to reduce principal amounts outstanding under the Swing Line Loans; second to pay any outstanding Reimbursement Obligations; third to reduce principal amounts outstanding under the Revolving Credit Loans; and fourth to provide cash collateral for any other mandatory repayments L/C Obligations (such cash collateral shall be applied in accordance with Section 12.2(b) hereof). Each such repayment shall be accompanied by any amount required to be paid pursuant to this Section 5.024.9 hereof. In the case of a payment required under (B) above, concurrently upon the receipt Borrowers may pledge Additional Chassis to the Agent and deliver a new Borrowing Base Certificate to Agent not later than the date such mandatory repayment is due, in which case the amount required to be repaid shall be calculated on the basis of the Borrowing Base after giving effect to the allocation of such Additional Chassis. (ii) If at any cash proceeds from time the outstanding amount of all Swing Line Loans exceeds the Swing Line Commitment, then the Borrowers shall make a Qualified MLP IPOprepayment of all Swing Line Loans in the amount of such excess. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. (iii) The Borrowers shall make prepayments of the Loans, in accordance with the terms of Section 2.3(b)(i), in an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment amount of net proceeds received by the Borrowers from (A) all sales, transfers or other dispositions of Pledged Chassis and (B) all property or casualty insurance policies and/or any condemnation or similar payment in accordance connection with the requirements of Section 5.02(h); provided that Pledged Chassis, if, after giving effect to such proceeds shall be applied first to repay sale, transfer, disposition, casualty or condemnation, the outstanding principal amount of Term B-1 all Loans (and accrued interest thereon) in their entirety and thereafter to exceeds the Borrowing Base less all outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining L/C Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred in accordance with Section 8.01 (excluding Section 8.01(d) any Indebtedness incurred pursuant to Section 10.04 (other than Section (iv2.17)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or not later than two Business Days after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventincurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied toward the prepayment of the Term Loans as set forth in this Section 4.02. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow for such Excess Cash Flow Period in excess of $2,500,000, an amount equal to the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over the sum of (ii) to the extent financed with internally generated cash flows and without duplication of any deductions made in the calculation of Excess Cash Flow, the aggregate principal amount of all (x) optional prepayments of Term Loans (other than Loans Cancelled pursuant to Section 12.04), Incremental Term Loans and Permitted Incremental Equivalent Debt made, (y) Loans acquired by a mandatory repayment Permitted Auction Purchaser and which have been Cancelled and (z) optional prepayments of Revolving Loans, but only to the extent accompanied by a concurrent permanent reduction of the Revolving Commitments in accordance with a corresponding amount (other than Loans Cancelled pursuant to Section 12.04), in each case, during such Excess Cash Flow Period, shall, on the requirements relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.02(h)4.02; provided that such proceeds the amount pursuant to this Section 4.02(b) shall be applied first no less than $0. Each such prepayment shall, commencing with the Fiscal Year ending December 31, 2019, be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of Holdings referred to repay in Section 7.01(a), for the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, Fiscal Year with respect to no more which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then 100% (or, if the First Lien Net Leverage Ratio on a Pro Forma Basis for such Asset Sale or Recovery Event, as of the date of the most recently completed Measurement Period, is less than $15,000,000 in or equal to 0.81:1.00 (or 1.08:1.00 if the aggregate Specified Acquisition has been consummated), 50%) of such Net Cash Proceeds received by (the “Asset Sale Sweep Percentage”) shall be applied within ten Business Days of such date to prepay outstanding Term Loans in accordance with this Section 4.02; provided, that the Borrower in any fiscal year shall have the option, directly or through one or more of the Borrowerits Restricted Subsidiaries, to reinvest such Net Cash Proceeds shall not give rise to a mandatory repayment to within one year of receipt thereof (or, if later, 180 days after the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, date the Borrower may elect, in lieu of applying such or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to repay Term B-1 Loansthe expiration of such one year period) in assets used in or useful in the business of the Borrower and its Restricted Subsidiaries; provided, to deposit further, that all such Net Cash Proceeds not so reinvested within such period must be applied in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by accordance with this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i4.02(c) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 without giving effect to the above, make such designation in its sole discretionproviso herein. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal Borrowers shall be required to 100% repay to the Administrative Agent for the ratable account of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with Lenders (i) [reserved] and (ii) on the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay Initial Maturity Date for Term B-3 Loans, the outstanding aggregate principal amount of all Term B-1 B-3 Loans that remain outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon) (ii), as the same may be reduced as provided in their entirety and thereafter to this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the outstanding principal amount application of Term B-2 Loans (and accrued interest thereonprepayments or otherwise in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrowers shall be required to make, with respect to each new Tranche (i.e., other than Term B-3 Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Amendment, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the First Restatement Effective Date upon the receipt which Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (ivRefinancing Term Loans and Refinancing Notes)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the First Restatement Effective Date upon which Lead Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $27,000,000 in the aggregate of such Net Sale Proceeds received by Lead Borrower and its Restricted Subsidiaries in any fiscal year of Lead Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans. Notwithstanding the foregoing, Lead Borrower or such Restricted Subsidiary may apply all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which Lead Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or such Restricted Subsidiary of such Net Sale Proceeds, Lead Borrower or such Restricted Subsidiary has not so used all or a portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of such Net Sale Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable ECF Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing First Restatement Effective Date upon which the Lead Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% the Applicable Asset Sale/Recovery Event Prepayment Percentage of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 27,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Lead Borrower and its Restricted Subsidiaries in any fiscal year of the Lead Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment. Notwithstanding the foregoing, Lead Borrower may apply such Net Insurance Proceeds that would otherwise be required to be applied as a mandatory repayment hereunder to reinvest in the purchase of assets useful in the business of Lead Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such proceeds (or, if within such 12-month period, Lead Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by Lead Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, Lead Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds that no Event would otherwise be required to be applied as a mandatory repayment hereunder, an amount equal to the remaining portion of Default then exists; provided further such Net Insurance Proceeds that following the would otherwise be required to be applied as a mandatory repayment hereunder shall be applied as a mandatory repayment in full accordance with the requirements of Sections 5.02(g) and (h) on the Term B-2 Loans, the Borrower may elect, in lieu last day of applying such Net Cash Proceeds to repay Term B-1 Loans12-month (or, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which extent applicable, 18-month) period, as the Administrative Agent has been granted control as collateral for all remaining Obligationscase may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to prepay Term Loans in accordance with clause (d) or (f) above may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by Lead Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Lead Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term SOFR Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term SOFR Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term SOFR Term 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 Term SOFR Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 Lead Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance 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 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of Lead Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Term Loans pursuant to this Section 5.02 or (ii) to the extent that Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) The Borrowers shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of Lead Borrower’s repayment notice and of such Xxxxxx’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Lead Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Xxxxxx’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled.

Mandatory Repayments. (ai) In addition to any other mandatory repayments Simultaneously with the resale of Bonds acquired by the Trustee with the proceeds of one or more drawings pursuant to this Section 5.02a Tender Draft under any Letter of Credit, concurrently upon the receipt Company shall cause the Trustee on behalf of any cash proceeds from a Qualified MLP IPO, the Company to prepay the then outstanding borrowings in respect of L/C Loans (in the order in which they were incurred) by paying to the Agent for the account of the Lenders an amount equal to 100% the sum of (x) the aggregate principal amount of the Net IPO Proceeds therefrom Bonds resold plus (y) the aggregate amount of accrued and unpaid interest on the L/C Loans and Reimbursement Obligations incurred with respect to such Bonds. Such payments when accompanied by a certificate completed and signed by the Trustee in substantially the form of Exhibit A, B or C, as applicable, of such Letter of Credit shall be applied by the Agent for the account of the Lenders in reimbursement of such drawings (and as a mandatory prepayment of L/C Loans and Reimbursement Obligations resulting from such drawings in the manner described in Section 2.7); and the Company ----------- irrevocably authorizes the Agent on behalf of the Lenders to rely on such certificate and to reinstate such Letter of Credit in accordance therewith, and the Lenders agree in such event to so reinstate such Letter of Credit in accordance with the requirements terms hereof and of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount Letter of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon)Credit. (bii) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon Any L/C Loans outstanding on the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom L/C Commitment Termination Date shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (due and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans pursuant to this Section 5.02 may only be made payable on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Stated Maturity Date for such Tranche of Term Loansprovided no Default or Unmatured Default shall have occurred and be continuing.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.023.02, concurrently within one Business Day after each date on or after the Closing Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity or securities convertible into its equity (including, without limitation, convertible debt) (other than cash proceeds received from equity contributions to any Guarantor Subsidiary of the Borrower to the extent made by the Borrower or another Guarantor Subsidiary of the Borrower) an amount equal to 100% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity shall be applied on such date as a Qualified MLP IPOmandatory repayment of principal of the outstanding Loan until paid in full. (b) In addition to any other mandatory repayments pursuant to this Section 3.02, on each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 7.04 as such Section is in effect on the Closing Date), an amount equal to 100% of the Net IPO Debt Proceeds therefrom of the respective incurrence of Indebtedness shall be applied on such date as a mandatory prepayment in accordance with the requirements repayment of Section 5.02(h); provided that such proceeds shall be applied first to repay principal of the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) Loan until paid in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]full. (c) In addition to any other mandatory repayments pursuant to this Section 5.023.02, concurrently within one Business Day after each date on or after the Closing Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Asset Sale, an amount equal to 100% of the Net Debt Sale Proceeds therefrom shall be applied on such date as a mandatory repayment until the Obligations are paid in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon)full. (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.023.02, within 10 days following each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery EventEvent (other than Recovery Events in which the Net Insurance Proceeds therefrom do not exceed $1,000,000), an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment of principal of the outstanding Loan until paid in accordance with the requirements of Section 5.02(h)full; provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (so long as no Specified Default then exists and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Borrower in any fiscal year of the Borrowerdo not exceed $5,000,000, such Net Cash Insurance Proceeds shall not give rise be required to a mandatory repayment be so applied on such date to the extent that no Event the Borrower has delivered a certificate to the Lender on or prior to such date stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of Default then exists; provided further that which such Net Insurance Proceeds were paid within 270 days following the repayment in full date of the Term B-2 Loans, the Borrower may elect, in lieu receipt of applying such Net Cash Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to repay Term B-1 Loansbe so expended), to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02and provided further, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: that (i) repayments if the amount of LIBO Rate Term Loans such Net Insurance Proceeds exceeds $5,000,000, then the entire amount of such Net Insurance Proceeds (and not just the portion of such Net Insurance Proceeds in excess of $5,000,000) shall be applied as a mandatory repayment of the Loan as provided above in this Section 3.02(d), (ii) if all or any portion of such Net Insurance Proceeds not required to be applied to the repayment of the outstanding Loan pursuant to this Section 5.02 may only the preceding proviso are not so used within 90 days after the date of the receipt of such Net Insurance Proceeds (or such earlier date, if any, as the Borrower determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be made applied on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans period (or such earlier date, as the case may be) as a mandatory repayment of principal of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid outstanding Loan as provided above in full; and (iithis Section 3.02(d) each repayment of any Term Loans made pursuant without regard 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 discretionproviso. (ie) In addition to any other mandatory repayments pursuant to this Section 5.023.02, all then (i) the outstanding Term Loans of any Tranche of Term Loans Loan shall be repaid in full on the Final Maturity Date for such Tranche and (ii) unless the Lender otherwise agrees, the outstanding Loan shall be repaid in full on the earlier of Term Loansthe date on which (A) a Change of Control occurs or (B) the Disposition occurs.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently on each date on or after the Borrowing Date upon the receipt which Aleris or any of its Subsidiaries receives any cash proceeds from a Qualified MLP IPOany issuance or incurrence by Aleris or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04), an amount equal to 100% of the Net IPO Debt Proceeds therefrom of the respective issuance or incurrence of Indebtedness shall be applied as a mandatory prepayment on such date in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans Sections 4.02(e) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereonf). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Borrowing Date upon which Aleris receives any cash proceeds from any issuance by Aleris of any Capital Stock, an amount equal to 100% of the Net Equity Proceeds of the issuance shall be applied on such date in accordance with the requirements of Sections 4.02(e) and (f). (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently no later than the third Business Day following each date (or, if a Default or Event of Default has occurred and is continuing, on each date) on or after the Borrowing Date upon the receipt which Aleris or any of its Subsidiaries receives any cash proceeds Net Sale Proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Asset Sale, an amount equal to 100% of the Net Debt Sale Proceeds therefrom therefrom, less ratable amounts payable to the Exchange Note Holders of Exchange Notes which have accepted an Asset Sale Offer (as defined in the Exchange Notes Indenture), shall be applied as a mandatory repayment on such date in accordance with the requirements of Sections 5.02(h4.02(e) and (f); provided provided, however, (i) that so long as no Event of Default then exists and to the extent such cash proceeds from Asset Sales do not exceed $25,000,000 in the aggregate in any Fiscal Year, an amount equal to the Net Sale Proceeds therefrom shall not be required to be so applied on such date to the extent that Aleris has delivered a certificate to the Administrative Agent within such three Business Day period stating that such proceeds Net Sale Proceeds shall be used to purchase assets (other than working capital unless purchased as part of an acquisition permitted under this Agreement) used or to be used in the businesses permitted pursuant to Section 9.09 within 365 days following the date of such Asset Sale, and (ii) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.02(c) are not so reinvested within such 365-day period (or such earlier date, if any, as Aleris or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), an amount equal to such remaining portion shall be applied first to repay on the outstanding principal amount last day of Term B-2 Loans such period (and accrued interest thereonor such earlier date, as the case may be) as provided above in their entirety and thereafter this Section 4.02(c) without regard to the outstanding principal amount preceding proviso. Whenever the Borrower makes a mandatory prepayment of Term B-1 the Loans (under this Section 4.02(c), it shall make a ratable payment with respect to the Exchange Notes to the extent that the Borrower is required to offer to purchase any of the Exchange Notes pursuant to the terms of the Exchange Note Indenture and accrued interest thereon)such offer is accepted by any applicable Exchange Note Holders. (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.024.02, within 10 days no later than the third Business Day following each date on or after the Closing Borrowing Date upon which the Borrower Aleris or any of its Subsidiaries receives any cash proceeds from any Recovery EventEvent (other than Recovery Events where the Net Insurance Proceeds therefrom do not exceed $2,500,000), an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event in excess of $2,500,000 shall be applied on such date in accordance with the requirements of Sections 4.02(e) and (f); provided, however, that so long as no Event of Default then exists, such Net Insurance Proceeds shall not be required to be so applied on such date to the extent that Aleris has delivered a certificate to the Administrative Agent within such three Business Day period stating that such Net Insurance Proceeds shall be used to replace or restore properties or assets in respect of which such Net Insurance Proceeds were paid within 365 days following the date of the receipt of such Net Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), and provided further, that if all or any portion of such Net Insurance 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 Insurance Proceeds (or such earlier date, if any, as Aleris or the relevant Subsidiary determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), an amount equal to such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.02(d) without regard to the preceding proviso. (e) Each amount required to be applied pursuant to Sections 4.02(a), (b), (c) and (d) in accordance with this Section 4.02(e) shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that Loans, each such proceeds shall repayment to be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to on a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationspro rata basis. (g) [Reserved]. (hf) With respect to each repayment of Term Loans required by this Section 5.024.02, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which that are to be repaid and, in the case of LIBO Rate Term Loans, and the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans of the respective Tranche pursuant to this Section 5.02 4.02 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (ig) In addition Notwithstanding anything to any the contrary in this Agreement, the Borrower is not obligated to apply Net Debt Proceeds, Net Equity Proceeds, Net Sale Proceeds or Net Insurance Proceeds, as applicable, to the prepayment of the Loans and purchase of Exchange Notes (other mandatory repayments than the Net Debt Proceeds of the issuance of the Permanent Securities) to the extent that such Net Debt Proceeds, Net Equity Proceeds, Net Sale Proceeds or Net Insurance Proceeds, as applicable, are required to be and are applied pursuant to this Section 5.02the Credit Agreements in satisfaction of obligations under the Credit Agreements. (h) For purposes of clarity, all then outstanding Term Loans it is understood and agreed that none of Sections 4.02(a) through (f), inclusive, shall require that amounts received by any Tranche Foreign Subsidiary or Foreign Subsidiaries or a Domestic Subsidiary which is a Subsidiary of Term Loans shall a Foreign Subsidiary be repaid in full on the Maturity Date for such Tranche of Term Loansused to repay Obligations.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Borrower or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 8.01); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or not later than five Business Days after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventincurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied toward the prepayment of the Term Loans as a mandatory repayment set forth in accordance with this Section 4.02. (b) Within five Business Days after delivery to the requirements Agents and the Lenders of: (i) unaudited quarterly financial statements pursuant to Section 7.01(b) for the Fiscal Quarters of Borrower and its Restricted Subsidiaries ending the last calendar day of the second Fiscal Quarter of each Fiscal Year, or, in each case, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 5.02(h7.01(b); provided that , five Business Days after the date such proceeds statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(b), Borrower shall be applied first to repay prepay the outstanding principal amount of the Term B-2 Loans in an amount equal to (if positive) (A) the ECF Percentage of the Excess Cash Flow of Borrower and accrued interest thereonits Restricted Subsidiaries for the applicable two consecutive Fiscal Quarter periods ending on such dates, minus (B) the sum of all the prepayments made under Section 4.01 in their entirety respect of such two consecutive Fiscal Quarter period; and thereafter (ii) audited annual financial statements pursuant to Section 7.01(a) for the Fiscal Years of Borrower and its Restricted Subsidiaries ending the last calendar day of each Fiscal Year or, in each case, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a), five Business Days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a), Borrower shall prepay the outstanding principal amount of the Term B-1 Loans; provided furtherLoans in an amount equal to (if positive) (A) the ECF Percentage of the Excess Cash Flow of Borrower and its Restricted Subsidiaries for such Fiscal Year (or, however, with respect to no more than $15,000,000 in the aggregate case of the Fiscal Year ending on December 26, 2021, for the period beginning on the Closing Date and ending on December 26, 2021 of such Fiscal Year), minus (B) the sum of (x) the prepayments made under clause (i) above, if any, in respect of the first two consecutive Fiscal Quarters of each Fiscal Year and (y) the sum of all the prepayments made under Section 4.01 in respect of such two consecutive Fiscal Quarter period. (c) If on any date Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (for the avoidance of doubt, other than any of the Transactions), then 100% of such Net Cash Proceeds received by the Borrower shall be applied within five Business Days of such date to prepay outstanding Term Loans in any fiscal year accordance with this Section 4.02; provided that so long as (i) no Default or Event of the BorrowerDefault shall have occurred and be continuing or would result therefrom, (ii) such Net Cash Proceeds shall not give rise are held in a deposit account subject to a mandatory repayment Control Agreement in favor of the Collateral Agent (or, if applicable, the Revolving Facility Agent) and the Collateral Agent has a perfected security interest in such Net Cash Proceeds, and (iii) Borrower or such Restricted Subsidiary completes such replacement, purchase, or construction within 270 days after the initial receipt of such monies, then the Borrower and its Restricted Subsidiaries shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Asset Sale or the costs of purchase or construction of other assets useful in the business of Borrower or such Restricted Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the deposit account referred to in clause (ii) above shall be paid to the Administrative Agent or Revolving Facility Agent, as applicable and applied in accordance with Section 4.02(h). (d) Within five Business Days of the receipt by Borrower or any of its Restricted Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal of the Term Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided that so long as (i) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (ii) such Net Cash Proceeds are held in a deposit account subject to a Control Agreement in favor of the Collateral Agent (or, if applicable, the Revolving Facility Agent), and (iii) Borrower or such Restricted Subsidiary completes such replacement, purchase, or construction within 270 days after the initial receipt of such Net Cash Proceeds, then existsthe Borrower and its Restricted Subsidiaries shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such Recovery Event or the costs of purchase or construction of other assets useful in the business of Borrower or such Restricted Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the deposit account referred to in clause (ii) above shall be paid to Administrative Agent or Revolving Facility Agent, as applicable and applied in accordance with Section 4.02(h); provided further that following neither Borrower nor any of its Restricted Subsidiaries shall have the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying right to use such Net Cash Proceeds to repay make such replacements, purchases, or construction in excess of $10,000,000 in any given Fiscal Year. (e) Promptly, and in any event within 2 Business Days, following receipt by Borrower of the proceeds of any Specified Equity Contribution pursuant to Section 10.04(a), Borrower shall prepay the outstanding principal amount of the Term B-1 LoansLoans in an amount equal to 100% of such proceeds. (f) Within five Business Days of any Equity Issuance by Borrower or any of its Restricted Subsidiaries (other than any Excluded Equity Issuances), Borrower shall prepay the outstanding amount of the Term Loans in an amount equal to deposit all such 100% of the Net Cash Proceeds received by such Person in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsconnection therewith. (g) [Reserved]Within five Business Days after any Restricted Payment being made pursuant to Section 8.05(i), Borrower shall prepay the outstanding amount of the Term Loans in an amount equal to such Restricted Payment. (h) With respect Each prepayment pursuant to each repayment of Section 4.02(c) and Section 4.02(d) shall (I) during any time when a Revolving Facility Credit Agreement and ABL/Term Loans required by this Section 5.02Loan Intercreditor Agreement have not been entered into and are not then effective, (i) so long as no Application Event shall have occurred and be continuing, be applied, to the Borrower may designate the Types of Term Loans principal of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, until paid in full and (ii) if an Application Event shall have occurred and be continuing, be applied in the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate manner set forth in Section 10.03; and (II) during any time when a Revolving Facility Credit Agreement and ABL/Term Loans were madeLoan Intercreditor Agreement have been entered into and are then effective, provided that: (i) repayments so long as no Application Event shall have occurred and be continuing, be applied, (A) if the Net Cash Proceeds are from a Disposition of, or a Recovery Event relating to, assets constituting Revolving Facility Priority Collateral, (1) first, to the principal of LIBO Rate Term the Revolving Facility Loans and to cash collateralize any letters credit issued 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 Term Loans Revolving Facility Documents, in each case, to the extent required by the Revolving Facility Documents, and (2) second, to the principal of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans Loans, until paid in full; (B) if the Net Cash Proceeds are from a Disposition of, or a Recovery Event relating to, assets constituting Term Loan Priority Collateral, to the principal of the applicable Tranche have been Term Loans, until paid in full; and (C) if the Net Cash Proceeds are from the Disposition of, or a Recovery Event relating to, assets constituting both Revolving Facility Priority Collateral and Term Loan Priority Collateral (as defined in the ABL/Term Loan Intercreditor Agreement), to the Term Loans and the ABL Loans as mutually determined by the Collateral Agent and Revolving Facility Agent, and (ii) each repayment of any if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 10.03. Amounts to be applied to the Term Loans in connection with prepayments made pursuant to a Borrowing this Section 4.02 shall be applied pro rata among such in the inverse order of maturity of the remaining scheduled installments with respect to the Term Loans. In the absence The provisions of a designation this Section 4.02 shall not be deemed to be implied consent to any issuance, incurrence or sale otherwise prohibited by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionterms and conditions of this Agreement. (i) In addition Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under clauses (a) through (f) of this Section 4.02 not less than three Business Days prior to the date such prepayment is required to be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Administrative Agent will promptly notify each Lender of the contents of Borrower’s repayment notice and of such Lender’s pro rata share of such repayment. Each such Lender holding Term Loans may reject all or a portion of its pro rata share of any other mandatory repayments repayment (such declined amounts, the “Declined Proceeds”) of such Term Loans required to be made pursuant to this Section 5.024.02 by providing written notice (each, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full a “Rejection Notice”) to the Administrative Agent and Borrower no later than 5:00 p.m. (New York City time) on the Maturity Date for Business Day after the date of such Tranche Lender’s receipt of Term Loans.notice from the Administrative Agent regarding such

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to in accordance with Section 10.04 9.4 (other than Section Indebtedness incurred pursuant to Sections 9.4(b)(iv) and (ivb)(v) to the extent provided therein)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied concurrently with, and as a mandatory repayment in accordance with the requirements condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as a mandatory repayment set forth in accordance this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the applicable ECF Percentage of such Excess Cash Flow minus (ii) the sum of: (A) to the extent not funded with the requirements proceeds of Section 5.02(hlong-term Indebtedness (other than revolving loans); provided that such proceeds shall be applied first to repay , the outstanding principal aggregate amount of all (I) Purchases by any Permitted Eligible Assignee pursuant to a Dutch Auction or open market purchases (in each case, determined by the actual cash purchase price paid by such Permitted Eligible Assignee for such Purchase and not the par value of the Loans purchased by such Permitted Eligible Assignee), (II) Purchases (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations)) by any Permitted Eligible Assignee (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations)) pursuant to a Dutch Auction (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations)) (in each case, determined by the actual cash purchase paid by such Permitted Eligible Assignee (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations)) for such Purchase (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations)) and not the par value of the First Lien Term B-2 Loans purchased by such Permitted Eligible Assignee (as defined in the First Lien Credit Agreement (or the definitive documentation governing any other Indebtedness secured by a Lien on the Collateral on a senior basis to the Obligations))), (III) the aggregate amount of all optional prepayments of Loans, including the aggregate amount of any premium, make-whole or penalty payments actually paid in cash in connection therewith and (IV) the aggregate amount of all optional prepayments of First Lien Term Loans or optional prepayments of Revolving Loans (and accrued interest thereonas defined in the First Lien Credit Agreement (other than in respect of any Revolving Loans (as defined in the First Lien Credit Agreement) in their entirety and thereafter to the Term B-1 Loans; provided furtherextent there is not an equivalent permanent reduction in commitments thereunder), however, with respect to no more than $15,000,000 in including the aggregate amount of any premium, make-whole or penalty payments actually paid in cash in connection therewith, in each case, (x) to the extent actually paid in cash during such Net Excess Cash Proceeds received by Flow Period (or, at the Borrower in any fiscal year option of the Borrower, after the end of such Net Excess Cash Proceeds Flow Period if paid prior to the Excess Cash Flow Application Date, provided that no such amount shall not give rise be credited against any payments due pursuant to a mandatory repayment this Section 5.2(b) in the subsequent Excess Cash Flow Period) and (y) to the extent such term loans, revolving loans or Loans are secured by a Lien on the Collateral that is pari passu with (or senior to) the Liens on the Collateral securing the Initial Loans; plus (B) to the extent not funded with proceeds of Indebtedness (other than revolving loans), the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such Excess Cash Flow Period (or, at the option of the Borrower, after the end of such Excess Cash Flow Period if paid prior to the Excess Cash Flow Application Date, provided that no Event such amount shall be credited against any payments due pursuant to this Section 5.2(b) in the subsequent Excess Cash Flow Period) on account of Default then existsConsolidated Capital Expenditures and software development and capitalized development costs; provided further that following plus (C) to the repayment extent not funded with proceeds of Indebtedness (other than revolving loans), the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in full cash during such Excess Cash Flow Period (or, at the option of the Term B-2 LoansBorrower, after the end of such Excess Cash Flow Period if paid prior to the Excess Cash Flow Application Date, provided that no such amount shall be credited against any payments due pursuant to this Section 5.2(b) in the subsequent Excess Cash Flow Period) on account of Permitted Acquisitions; plus (D) to the extent not funded with proceeds of Indebtedness (other than revolving loans) and not deducted in arriving at Consolidated Net Income for such Excess Cash Flow Period, the aggregate amount of all Investments (other than those of the type set forth in clause (a) or clause (b) of the definition of “Permitted Investments”) made in cash during such Excess Cash Flow Period (or, at the option of the Borrower, after the end of such Excess Cash Flow Period if made prior to the Excess Cash Flow Application Date, provided that no such amount shall be credited against any payments due pursuant to this Section 5.2(b) in the subsequent Excess Cash Flow Period); plus (E) to the extent not funded with the proceeds of Indebtedness (other than revolving loans) and not deducted in arriving at Consolidated Net Income for such Excess Cash Flow Period, Restricted Payments permitted hereunder and actually made in cash during such Excess Cash Flow Period (or, at the option of the Borrower, after the end of such Excess Cash Flow Period if made prior to the Excess Cash Flow Application Date, provided that no such amount shall be credited against any payments due pursuant to this Section 5.2(b) in the subsequent Excess Cash Flow Period); plus (F) to the extent not funded with proceeds of Indebtedness (other than revolving loans) and not deducted in arriving at Consolidated Net Income for such Excess Cash Flow Period, at the option of the Borrower, the aggregate consideration to be paid by the Borrower may electand its Restricted Subsidiaries in cash pursuant to binding contracts entered into prior to the Excess Cash Flow Application Date relating to Consolidated Capital Expenditures and software development and capitalized development costs and, Investments and Restricted Payments, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds each case that is certified in writing by a segregated account Responsible Officer of the Borrower over which to the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid andcontractually obligated (or, in the case of LIBO Rate Term LoansConsolidated Capital Expenditures, the specific Borrowing or Borrowings of the applicable Tranche pursuant budgeted) to which be paid within 365 days after such LIBO Rate Term Loans were made, certificate (provided that: that (ix) repayments of LIBO Rate Term Loans no such amount shall be credited against any payments due pursuant to this Section 5.02 may only be made on 5.2(b) in the last day of an Interest subsequent Excess Cash Flow Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been (y) amounts deducted pursuant to this clause (F) and not actually paid in fullsuch 365-day period shall be prepaid in the subsequent Excess Cash Flow Period); and plus (iiG) each repayment of any Term Loans made cash Restructuring Charges excluded from Consolidated Net Income for such Excess Cash Flow Period 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 discretion. clause (i) In addition of the definition thereof made prior to the relevant Excess Cash Flow Application Date (provided that no such amount shall be credited against any other mandatory repayments payments due pursuant to this Section 5.025.2(b) in the subsequent Excess Cash Flow Period); plus (H) the greater of (x) $18,750,000 and (y) 6.25% of LTM EBITDA, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full shall, on the Maturity Date for such Tranche relevant Excess Cash Flow Application Date, be applied toward the prepayment of Term Loans.the Loans as set forth in this Section 5.2;

Mandatory Repayments. (ai) In addition If at any time: (A) the outstanding principal amount of all Loans exceeds the Aggregate Commitment less all outstanding L/C Obligations; or (B) the outstanding principal amount of all Loans made to the Borrowers exceeds the Borrowing Base less all outstanding L/C Obligations, then the Borrowers shall immediately, by payment to the Agent for the account of the Lenders, repay Loans and furnish cash collateral as provided herein for, or repay, the L/C Obligations, in an aggregate amount equal to such excess. The mandatory prepayments set forth in this Section 2.3(b)(i) (and Section 2.3(b)(iii)) shall be applied: first to reduce principal amounts outstanding under the Swing Line Loans; second to pay any outstanding Reimbursement Obligations; third to reduce principal amounts outstanding under the Revolving Credit Loans; and fourth to provide cash collateral for any other mandatory repayments L/C Obligations (such cash collateral shall be applied in accordance with Section 12.2(b) hereof). Each such repayment shall be accompanied by any amount required to be paid pursuant to this Section 5.024.9 hereof. In the case of a payment required under (B) above, concurrently upon the receipt Borrowers may pledge Additional Equipment to the Agent and deliver a new Borrowing Base Certificate to Agent not later than the date such mandatory repayment is due, in which case the amount required to be repaid shall be calculated on the basis of the Borrowing Base after giving effect to the allocation of such Additional Equipment. (ii) If at any cash proceeds from time the outstanding amount of all Swing Line Loans exceeds the Swing Line Commitment, then the Borrowers shall make a Qualified MLP IPOprepayment of all Swing Line Loans in the amount of such excess. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. (iii) The Borrowers shall make prepayments of the Loans, in accordance with the terms of Section 2.3(b)(i), in an amount equal to 100% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment amount of net proceeds received by any Borrower from (A) all sales, transfers or other dispositions of Pledged Equipment and (B) all property or casualty insurance policies and/or any condemnation or similar payment in accordance connection with the requirements of Section 5.02(h); provided that Pledged Equipment, if, after giving effect to such proceeds shall be applied first to repay sale, transfer, disposition, casualty or condemnation, the outstanding aggregate principal amount of Term B-1 all outstanding Loans plus all outstanding L/C Obligations exceeds the lower of (and accrued interest thereonx) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (iiy) 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 discretionAggregate Commitment. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) On each date set forth below, the Parent Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is equal to the product of (I) the sum of the initial principal amount of all Term Loans made hereunder (without giving effect to any prepayments or repayments thereof) on or prior to the first anniversary of the Initial Borrowing Date multiplied by (II) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 3.01 and 3.02(d), a "Scheduled Repayment"): Scheduled Repayment Date Percentage ------------------------ ---------- First Anniversary of the Initial Borrowing Date 20.0% Second Anniversary of the Initial Borrowing Date 40.0% Maturity Date 40.0% (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.023.02, concurrently by no later than the Business Day immediately following each date after the Effective Date upon which the receipt Parent Borrower or any of its Subsidiaries receives any cash proceeds from any issuance of public debt by the Parent Borrower or any of its Subsidiaries in a Qualified MLP IPOcapital markets transaction, an amount equal to 100% of the Net IPO Proceeds therefrom cash proceeds of the respective issuance (net of all reasonable costs associated therewith, including, without limitation, all underwriting or similar fees, discounts and commissions, attorneys' fees and expenses paid for, or reimbursed by, the Parent Borrower and/or any of its Subsidiaries and other costs associated therewith) shall be applied as a mandatory prepayment repayment and/or commitment reduction in accordance with the requirements of Section 5.02(hSections 3.02(d) and (f); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.023.02, concurrently by no later than the Business Day immediately following each date after the Effective Date upon which the receipt Parent Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))its equity securities, an amount equal to 10050% of the Net Debt Proceeds therefrom cash proceeds of the respective sale or issuance (net of all reasonable costs associated therewith, including, without limitation, all underwriting or similar fees, discounts and commissions, attorneys' fees and expenses paid for, or reimbursed by, the Parent Borrower and/or any of its Subsidiaries and other costs associated therewith) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 3.02(d) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonf). (d) [Reserved]. (e) [Reserved]. (f) In addition Each amount required to any other mandatory repayments be applied pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment Sections 3.02(b) and (c) in accordance with the requirements of this Section 5.02(h3.02(d); provided that such proceeds , shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereoni) in their entirety and thereafter to the Term B-1 Loans; provided furtherfirst, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to as a mandatory repayment of outstanding Term Loans, and (ii) second, to the extent that no Event of Default then exists; provided further that following the repayment in full excess of the Term B-2 Loans, amounts required to be applied pursuant to the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loanspreceding clause (i), to deposit all permanently reduce the Total Term Loan Commitment (if any). The amount of each principal repayment of each outstanding Term Loan made as required by this Section 3.02(d) shall be applied to reduce the then remaining Scheduled Repayments of such Net Cash Proceeds Term Loans in a segregated account inverse order of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsmaturity. (ge) [Reserved]Notwithstanding anything to the contrary contained elsewhere in this Agreement, and all Term Loans shall be repaid in full on the Maturity Date. (hf) With respect to each repayment prepayment of Term Loans required by this Section 5.023.02, the Parent Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, prepaid and the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: that (i) repayments if any prepayment of LIBO Rate Term Eurodollar Loans made pursuant to this Section 5.02 may only a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000 for such Borrowing, then all Eurodollar Loans outstanding pursuant to such Borrowing shall be made on the last day immediately converted into a Borrowing of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment prepayment of any Term Loans made pursuant to a the same Borrowing shall be applied pro rata among the Lenders which made such Term Loans. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition Promptly, but in no event later than the earlier of (a) the end of the next Interest Period and (b) seven (7) days after such receipt, following receipt by any of the Hasbro Companies of: (i) Net Cash Sale Proceeds from Asset Sales (other than the sale, lease, license or other disposition of assets in the ordinary course of business consistent with past practices); (ii) Net Cash Equity Issuance Proceeds from Equity Issuances by any of the Hasbro Companies; (iii) net cash proceeds received by (A) the Company in connection with its issuance of any Indebtedness (other than purchase money Indebtedness, issuances of commercial paper or Indebtedness under any Loan Document or any "Loan Document" as defined in the Credit Line Agreement) or (B) any Operating Subsidiary of the Company in connection with its issuance of any Indebtedness permitted by 10.1(c); (iv) net cash proceeds of income tax refunds received by any of the Hasbro Companies relating to any other mandatory repayments year beginning on or after January 1, 2001; and (v) 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 have not commenced prior to or within one hundred eighty (180) days of receipt of such proceeds pursuant to this Section 5.02, concurrently upon such binding written contract; the receipt Company shall pay to the Agent for the respective accounts of any cash proceeds from a Qualified MLP IPO, the Banks an amount equal to (A) one hundred percent (100% %) of such net cash proceeds or (B) if less, (x) the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the then outstanding principal amount of Term B-1 the Loans (and accrued interest thereon) in their entirety the Unpaid Reimbursement Obligations and thereafter to the then outstanding principal amount of Term B-2 Loans the "Loans" under and as defined in the Credit Line Agreement and (y) if an Event of Default has occurred and accrued interest thereon). (b) [Reserved]. (c) In addition is continuing, the Maximum Drawing Amount of Letters of Credit then outstanding to any other mandatory repayments pursuant be held by the Agent as cash collateral to this Section 5.02secure all Reimbursement Obligations, concurrently upon to be applied in the receipt manner set forth in 2.11. Notwithstanding the foregoing, no such payment shall be required unless and only to the extent that such Asset Sales, Equity Issuances, issuances of any Indebtedness or Casualty Events result in net cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted that otherwise would be required to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount so applied equal to 100% (x) $5,000,000 or more in any period of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans thirty (and accrued interest thereon30) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans consecutive days or (and accrued interest thereon). (dy) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsCompany. (gb) [Reserved]. (h) With respect to each repayment If at any time the Utilization exceeds the lesser of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; Total Commitment and (ii) each repayment an amount equal to (A) the Maximum Availability minus (B) the Utilization under and as defined in the Credit Line Agreement at such time, then the Company shall immediately pay the amount of any Term Loans made pursuant such excess to a Borrowing shall the Agent for the respective account of the Banks to 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 manner set forth in its sole discretion2.11. (ic) In addition If at any time the outstanding amount of the Loans borrowed to any other mandatory repayments pursuant satisfy the Company's obligations under guaranties of the Foreign Scheduled Facilities exceeds the Foreign Sublimit, then the Company shall immediately pay the amount of such excess to this Section 5.02, all then outstanding Term Loans the Agent for the respective account of any Tranche of Term Loans shall the Banks to be repaid applied in full on the Maturity Date for such Tranche of Term Loansmanner set forth in 2.11.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each Quarterly Payment Date and on the receipt Maturity Date, the Borrowers shall be required to repay the principal amount of any cash proceeds from a Qualified MLP IPOTerm Loans, to the extent then outstanding, in an amount equal to 100% (x) on each Quarterly Payment Date, beginning with the first Quarterly Payment Date at the end of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with first full calendar quarter ending after the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay Closing Date, $625,000 and (y) on the outstanding Maturity Date, the remaining principal amount of all then outstanding Term B-1 Loans (each such repayment under clause (x) and accrued interest thereon) (y), as the same may be reduced as provided in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereonSection 5.01 or 5.02(i), a “Scheduled Repayment”). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following five Business Days after each date on or after the Closing Date upon which the Borrower Parent Guarantor or any of its Restricted Subsidiaries receives any cash proceeds from any Recovery Eventcapital contribution or any sale, issuance offering or placement of its Equity Interests (other than (i) the Common Equity Financing, (ii) any cash proceeds of such capital contribution or sale, issuance offering or placement of Equity Interests to the extent such cash proceeds are (x) applied to fund (1) Equity Cures, (2) investments or transactions permitted to be made pursuant to Section 9.01(a)(iv) or 9.04, or (3) Capital Expenditures, or (y) designated in writing by the Borrowers to be additive to the amount of the Cumulative Credit pursuant to clause (b) of the definition thereof), (iii) issuances of Equity Interests to Parent Guarantor or any Restricted Subsidiary of Parent Guarantor by any Restricted Subsidiary of Parent Guarantor, (iv) any capital contributions to any Restricted Subsidiary of Parent Guarantor made by Parent Guarantor or any Restricted Subsidiary of Parent Guarantor or (v) sales or issuances of Equity Interests in Parent Guarantor to employees, officers and/or directors of Parent Guarantor and its Restricted Subsidiaries (or any direct or indirect Parent) (including as a result of the exercise of any warrants, options or similar securities with respect thereto) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year of Parent Guarantor), an amount equal to the 100% of the Net Cash Proceeds from of such Recovery Event capital contribution or sale, issuance offering or placement of Equity Interests shall be applied on such date as a mandatory repayment of Term Loans in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereonSections 5.02(i) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligations. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretionk). (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with incurred by the requirements Borrower or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 8.2); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or not later than two Business Days after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventincurrence of such Indebtedness, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied as a mandatory repayment in accordance with toward the requirements prepayment of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherLoan as set forth in this Section 4.2. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, however, with respect then an amount equal to no more than $15,000,000 in the aggregate 65% of such Net Cash Proceeds received by shall be applied within two Business Days of such date to prepay the outstanding Term Loan in accordance with this Section 4.2; provided, that the Borrower in any fiscal year shall have the option, directly or through one or more of the Borrowerits Consolidated Subsidiaries, to reinvest such Net Cash Proceeds shall not give rise within one year of receipt (or, if contracted to a mandatory repayment to be so used within such one year period, are so used within 18 months of receipt) thereof in assets useful in the extent that no Event of Default then exists; provided further that following the repayment in full business of the Term B-2 LoansBorrower and their Consolidated Subsidiaries (including, the Borrower may electfor avoidance of doubt, in lieu any acquisitions of applying entities or assets, capital expenditures, Investments permitted under Section 8.3 or any signing, retention or other payments to anticipated affiliates or employees but excluding any such Net Cash Proceeds to repay Term B-1 Loanspayments made by virtue of a repurchase of Capital Stock or dividend on Capital Stock); provided, to deposit further, that all such Net Cash Proceeds not so reinvested within such period must be applied in a segregated account of accordance with this Section 4.2(b) without giving effect to the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsproviso herein. (gc) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are Amounts to be repaid and, applied in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans connection with prepayments made pursuant to this Section 5.02 may only 4.2 shall be applied without premium or penalty to the remaining scheduled installments of the Term Loan in direct order of maturity. (d) The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 4.2 not less than three Business Days prior to the date such prepayment is required to be made on (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the last day of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in full; and Mandatory Prepayment Date, (ii) each repayment the principal amount of any the Term Loans made pursuant Loan (or portion thereof) to a Borrowing shall be applied pro rata among such prepaid and (iii) the Type of the Term LoansLoan being prepaid. In the absence of a designation by the Borrower as described in the preceding sentence, the The Administrative Agent shall, subject to the above, make such designation in its sole discretionwill promptly notify each NYDOCS02/1076196. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon on each date set forth below (each, a “Scheduled Repayment Date”), the receipt Borrower shall be required to repay to the Administrative Agent for the ratable account of any cash proceeds from a Qualified MLP IPOthe Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter after the Closing Date, an aggregate principal amount of Initial Term Loans equal to 1000.25% of the Net IPO Proceeds therefrom shall be applied as a mandatory prepayment in accordance with the requirements of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding aggregate principal amount of all Initial Term B-1 Loans outstanding on the Closing Date and (and accrued interest thereonii) in their entirety and thereafter to on the outstanding Initial Maturity Date for Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date (each such repayment described in clauses (i) and accrued interest thereon(ii), as the same may be reduced as provided in this Agreement, including in Section 2.19, 2.20, 5.01 or 5.02(g), or as a result of the application of prepayments in connection with any Extension as provided in Section 2.14, a “Scheduled Repayment”). (b) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrower shall be required to make, with respect to each new Tranche (i.e., other than Initial Term Loans, which are addressed in the preceding clause (a)) of Term Loans to the extent then outstanding, scheduled amortization payments of such Tranche of Term Loans to the extent, and on the dates and in the principal amounts, set forth in the Incremental Term Loan Commitment Agreement, Refinancing Term Loan Amendment or Extension Amendment applicable thereto. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently within five Business Days following each date on or after the Closing Date upon which the receipt Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Refinancing Term Loans and Refinancing Notes, an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans 5.02(g) and (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonh). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, within five Business Days following each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any Net Sale Proceeds from any Asset Sale (other than ABL Collateral), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, with respect to no more than $50,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not be required to be so applied or used to make mandatory repayments of Term Loans if no Event of Default then exists. Notwithstanding the foregoing, the Borrower may apply all or a portion of such Net Sale Proceeds to reinvest in the purchase of assets useful in the business of the Borrower and its Restricted Subsidiaries within 12 months following the date of receipt of such Net Sale Proceeds (or, if within such 12-month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest such Net Sale Proceeds, within 180 days following such 12-month period during which the Borrower so committed to such plan of reinvestment); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Borrower or its Restricted Subsidiaries of such Net Sale Proceeds, the Borrower or its Restricted Subsidiaries have not so used all or a portion of such Net Sale Proceeds otherwise required to be applied as a mandatory repayment pursuant to this sentence, the remaining portion of such Net Sale Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period. (e) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (i) the Applicable Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period less (ii) the aggregate amount of all (x) voluntary prepayments of Term Loans, Refinancing Notes and Indebtedness incurred pursuant to Section 10.04(xxvii) that rank pari passu with the Term Loans (limited, in the case of any voluntary prepayment in accordance with the provisions of Section 2.19 or Section 2.20 or similar provisions in the definitive documentation with respect to such Refinancing Notes or other Indebtedness, to the cash payment made by any Credit Party or Restricted Subsidiary therefor) and (y) prepayments of revolving loans under the ABL Credit Agreement or any other revolving credit facility secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the ABL Credit Agreement or senior or pari passu with the Lien on the Collateral securing the Indebtedness hereunder, in each case, to the extent accompanied by a permanent reduction in commitments therefor and not financed with the incurrence of other long-term Indebtedness (other than Indebtedness under the ABL Credit Agreement), during such Excess Cash Flow Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds Net Insurance Proceeds from any Recovery EventEvent (other than in respect of ABL Collateral), an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h5.02(g) and (h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect to no more than $15,000,000 50,000,000 in the aggregate of such Net Cash Insurance Proceeds received by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower, such Net Cash Insurance Proceeds shall not give rise to a mandatory repayment to the extent that if no Event of Default then exists; provided further that following . Notwithstanding the repayment in full of the Term B-2 Loansforegoing, the Borrower may elect, in lieu of applying apply such Net Cash Insurance Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds reinvest in a segregated account the purchase of assets useful in the business of the Borrower over which and its Restricted Subsidiaries within 12 months following the Administrative Agent has been granted control date of receipt of such proceeds (or, if within such 12-month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Sale Proceeds, within 18 months following the date of receipt of such proceeds); provided, further, that if within 12 months (or, to the extent applicable, 18 months) after the date of receipt by the Borrower or any of its Restricted Subsidiaries of such Net Insurance Proceeds, the Borrower or any of its Restricted Subsidiaries have not so used all or a portion of such Net Insurance Proceeds otherwise required to be applied as collateral for all a mandatory repayment pursuant to this sentence, the remaining Obligationsportion of such Net Insurance Proceeds shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) on the last day of such 12-month (or, to the extent applicable, 18-month) period, as the case may be. (g) [Reserved]Each amount required to be applied pursuant to Sections 5.02(d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied; provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Sale Proceeds or Net Insurance Proceeds that would otherwise be required to be applied to prepay Term Loans in accordance with clause (d) or (f) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Sale Proceeds or Net Insurance Proceeds may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to Section 5.02(c) shall be applied to the Tranche or Tranches of Term Loans selected by the Borrower. Except as otherwise provided below, all repayments of outstanding Term Loans of a given Tranche pursuant to Sections 5.02(c), (d), (e) and (f) (and applied pursuant to this clause (g)) shall be applied to reduce the Scheduled Repayments of the applicable Tranche in direct order of maturity of such Scheduled Repayments. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may (subject to the priority payment requirements of Section 5.02(g)) designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments of LIBO Rate Term 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 Term Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable Tranche 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (j) Notwithstanding any other provisions of this Section 5.02, (i) to the extent that any or all of the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”), the Net Insurance Proceeds of any Recovery Event incurred by a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary from being repatriated to the United States, the portion of such Net Sale Proceeds, Net Insurance 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 5.02 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to the United States (the Borrower hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash sources of the Borrower and its Restricted Subsidiaries to make the relevant prepayment), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation or applicable organizational documents of such Foreign Subsidiary, such repatriation will be immediately effected and such repatriated Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow 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 and additional costs relating to such repatriation) to the repayment of the Term Loans pursuant to this Section 5.02 or (ii) to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Sale Proceeds of any Foreign Asset Sale, Net Insurance Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow, such Net Sale Proceeds, Net Insurance Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. (k) The Borrower shall notify the Administrative Agent in writing of any mandatory repayment of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) at least three Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide the amount of such repayment. The Administrative Agent will promptly notify the Lenders of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(d), (e) or (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds may be retained by the Borrower in accordance with this Agreement.

Mandatory Repayments. (a) In addition to If any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from a Qualified MLP IPO, an amount equal to 100% of the Net IPO Proceeds therefrom Indebtedness shall be applied as a mandatory prepayment in accordance with the requirements incurred by Holdings or any of Section 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon the receipt of any cash proceeds from any issuance or incurrence of Indebtedness its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)), an amount equal to 100% of the Net Debt Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements Section 9.2), concurrently with, and as a condition to closing of Sections 5.02(h); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the Closing Date upon which the Borrower receives any cash proceeds from any Recovery Eventtransaction, an amount equal to 100% of the Net Cash Proceeds from such Recovery Event thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2. (b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered. (c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory repayment prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the requirements terms hereof) unless such application would result in the holders of Section 5.02(h); provided that such proceeds shall be applied first to repay Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term B-2 Loans (and accrued interest thereonOther Applicable Indebtedness at such time) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the Borrower in extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any fiscal year such Net Cash Proceeds, the declined amount of the Borrower, such Net Cash Proceeds shall not give rise promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to a mandatory repayment prepay Term Loans in accordance with the terms hereof (to the extent that no Event of Default then exists; provided further that following the repayment in full of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds would otherwise have been required to repay Term B-1 Loansbe applied if such Other Applicable Indebtedness was not then outstanding). (d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to deposit all such Net Cash Proceeds in the next eight (8) scheduled installments of principal of any Term Loans on a segregated account pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower. (e) The Borrower over which shall deliver to the Administrative Agent has been granted control (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid.The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries. (f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as collateral for all remaining Obligationsreasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.025.2, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Fixed Rate Term Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Fixed Rate Term Loans were made, ; provided that: (i) repayments of LIBO Fixed Rate Term Loans pursuant to this Section 5.02 5.2 may only be made on the last day of an Interest Period applicable thereto unless all such LIBO Fixed Rate Term Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (iiy) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) 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 discretion. (i) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans.

Mandatory Repayments. (a) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently (x) on each Quarterly Payment Date, beginning with the Quarterly Payment Date occurring on March 31, 2015, the Borrower shall be required to repay that principal amount of its Term Loans, to the extent then outstanding, as is equal to ¼ of 1% of the aggregate initial principal amounts of all Term Loans theretofore borrowed by the Borrower pursuant to Section 2.01 of this Agreement, and (y) on the Maturity Date (the Maturity Date and each Quarterly Payment Date described in preceding clause (x), each a “Scheduled Term Loan Repayment Date”), the Borrower shall be required to repay in full the entire principal amount of its Term Loans then outstanding (with each such repayment pursuant to this Section 5.02(a), as the same may be reduced as provided in Section 5.01(a) or 5.02(f), a “Scheduled Term Loan Repayment”). (b) In addition to any other mandatory repayments pursuant to this Section 5.02, on each date after the Initial Borrowing Date upon which the receipt Borrower or any of its Subsidiaries receives any cash proceeds from a Qualified MLP IPOany issuance or incurrence by the Borrower or any of its Subsidiaries of Indebtedness (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 10.04), the Borrower shall be required to repay principal of outstanding Term Loans in an amount equal to 100% of the Net IPO Cash Proceeds therefrom of the respective incurrence of Indebtedness shall be applied on such date as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(hSections 5.02(f) and (g); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently upon if the receipt Borrower or any of its Subsidiaries receives the following, the Borrower shall be required to repay principal of outstanding Term Loans: (i) with respect to any cash proceeds from any issuance or incurrence of Indebtedness Asset Sale (including the Initial Oxford Dropdown but excluding all other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv)Permitted MLP Transfers), an amount equal to 100% of the Net Debt Sale Proceeds therefrom shall be applied within three Business Days after such date as a mandatory repayment in accordance with the requirements of Sections 5.02(h5.02(f) and (g); provided provided, however, that such proceeds Net Sale Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Sale Proceeds shall be used to invest in or replace or restore any properties or assets in respect of which such Net Sale Proceeds were paid within 180 days following the date of the receipt of such Net Sale Proceeds (which certificate shall set forth the estimates of the Net Sale Proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Sale Proceeds (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds relating to such Asset Sale as set forth above), or, if later, within 180 days after the Borrower or such Subsidiary has entered into a binding commitment (prior to the end of the referenced 180-day period) to reinvest such proceeds, such remaining portion shall be applied first to repay on the outstanding principal amount last day of Term B-2 Loans such period (and accrued interest thereonor such earlier date, as the case may be) as provided above in their entirety and thereafter this Section 5.02(c) without regard to the outstanding principal immediately preceding proviso; and (ii) with respect to any cash proceeds from any Permitted MLP Transfer, other than the Initial Oxford Dropdown, an amount equal to 100% of Term B-1 Loans the Net Sale Proceeds therefrom shall be applied within three Business Days after such date as a mandatory repayment in accordance with the requirements of Sections 5.02(f) and (and accrued interest thereong). (d) [Reserved]In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Payment Date, the Borrower shall be required to repay principal of outstanding Term Loans in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the related Excess Cash Payment Period as a mandatory repayment in accordance with the requirements of Sections 5.02(f) and (g). (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following three Business Days after each date on or after the Closing Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery EventEvent in excess of $5,000,000, the Borrower shall be required to repay principal of outstanding Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 5.02(f) and (g); provided provided, however, that such proceeds Net Cash Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets or reimbursements for business interruption expenses in respect of which such Net Cash Proceeds were paid within 180 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 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied first on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 5.02(e) without regard to the immediately preceding proviso. (f) Each amount required to be applied pursuant to Sections 5.02(b), (c)(i), (d) and (e) in accordance with this Section 5.02(f) shall be applied to repay the outstanding principal amount of Term B-2 Loans. The amount of each principal repayment of Term Loans made as required by Sections 5.02(b), (c)(i), (d) and (e) shall be applied (i) pro rata to each Tranche of Term Loans (based upon the then outstanding principal amounts of the respective Tranches of Term Loans) and accrued interest thereon(ii) in their entirety and thereafter to reduce the then remaining Scheduled Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in Loan Repayments of the aggregate respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Term Loan Repayments of such Net Cash Proceeds received Tranche of Term Loans after giving effect to all prior reductions thereto). The amount of each principal repayment of Term Loans made as required by Section 5.02(c)(ii) shall be applied (i) first to reduce the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a mandatory repayment to the extent that no Event of Default then exists; provided further that following the repayment in full remaining Scheduled Term Loan Repayments of the Term B-2 Loans, Loans incurred on the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account Effective Date (based upon the then remaining principal amounts of the Borrower over which Scheduled Term Loan Repayments of such Term Loans after giving effect to all prior reductions thereto), (ii) second to reduce the Administrative Agent has been granted control as collateral for then remaining Scheduled Term Loan Repayments of Specified Incremental Term Loans (if any) (based upon the then remaining principal amounts of the Scheduled Term Loan Repayments of such Specified Incremental Term Loans after giving effect to all prior reductions thereto) and (iii) third to reduce the then remaining ObligationsScheduled Term Loan Repayments of Incremental Term Loans that are not Specified Incremental Term Loans (if any) (based upon the then remaining principal amounts of the Scheduled Term Loan Repayments of such Incremental Term Loans after giving effect to all prior reductions thereto). (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable respective Tranche which are to be repaid and, in the case of LIBO Rate Term LIBOR Loans, the specific Borrowing or Borrowings of the applicable respective Tranche pursuant to which such LIBO Rate Term LIBOR Loans were made, provided that: (i) repayments of LIBO Rate Term LIBOR 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 Term LIBOR Loans of the applicable respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Term Loans of the applicable respective Tranche have been paid in full; (ii) if any repayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR 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 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 discretion. (ih) In addition to any other mandatory repayments pursuant to this Section 5.02, all then outstanding Term Loans of any a respective Tranche of Term Loans shall be repaid in full on the Maturity Date for such Tranche of Term Loans. (i) Notwithstanding anything to the contrary contained in this Section 5.02 or elsewhere in this Agreement (including, without limitation, in Section 13.12), each Term Loan Lender shall have the option, in its sole discretion (which election to waive prepayment shall be received by the Administrative Agent within two Business Days of Administrative Agent’s notice to the Term Loan Lenders of a Waivable Mandatory Repayment), to waive its pro rata share of a mandatory repayment of Term Loans which is to be made pursuant to Sections 5.02(b), (d) and/or (e) (each such repayment, a -58-

Mandatory Repayments. (a) The principal amount of each Loan, to -------------------- the extent then outstanding, shall be repaid at its maturity (whether by acceleration or otherwise). (b) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon the receipt of which LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from a Qualified MLP IPOany incurrence by LLC, NEG, Inc. or any NEG Subsidiary of Indebtedness for borrowed money, an amount equal to 100% of the Net IPO Debt Proceeds therefrom of the respective incurrence of Indebtedness shall be applied as a mandatory prepayment on such date in accordance with the requirements of Section 5.02(h3.2(h); provided that such proceeds Net Debt Proceeds shall not be required to -------- be so applied first to the extent such Net Debt Proceeds are (i) retained as cash or Cash Equivalents by LLC, NEG, Inc. or any NEG Subsidiary or (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (iii) reinvested in the outstanding principal amount business of Term B-1 Loans (NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided, further, that if -------- ------- a Default or Event of Default shall have occurred and accrued interest thereon) in their entirety and thereafter be continuing, such reinvestment may only be made to the outstanding principal amount extent specified in Part II of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]the Business Plan. (c) In addition to any other mandatory repayments pursuant to this Section 5.023.2, concurrently on each date on or after the Closing Date upon the receipt of which LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any sale or issuance or incurrence of Indebtedness its equity (other than Indebtedness permitted cash proceeds received as part of an IPO which shall be applied pursuant to clause (d) below) an amount equal to 100% of the Net Equity Proceeds of such sale or issuance of equity, whether common or preferred, shall be applied on such date in accordance with the requirements of Section 3.2(h); provided that such Net -------- Equity Proceeds shall not be required to be incurred so applied to the extent such Net Equity Proceeds are (i) retained as cash or Cash Equivalents by LLC, NEG, Inc. or the NEG Subsidiaries or (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (iii) reinvested in the business of NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided, further, that if a Default or Event of Default shall -------- ------- have occurred and be continuing, such reinvestment may only be made to the extent specified in Part II of the Business Plan. (d) In addition to any other mandatory repayments required pursuant to this Section 10.04 3.2, on the date of an IPO upon which the Borrower, LLC or NEG, Inc. receives any proceeds from such IPO, (i) so long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to such IPO), an amount sufficient to reduce the outstanding principal amount of the Loans to no more than $500,000,000, or (ii) if a Default or an Event of Default shall have occurred and be continuing (either before or after giving effect to such IPO), then (A) in the event such Default or Event of Default may be cured by the payment of money, an aggregate amount sufficient to cure such Default or Event of Default and to reduce the aggregate outstanding principal amount of the Loans to no more than $500,000,000, or (B) in the event such Default or Event of Default is not subject to cure by the payment of money, an amount equal to the greater of (x) the amount specified in clause (i) above or (y) 100% of such proceeds, in each case shall be applied on such date in accordance with the requirements of Section 3.2(h). (e) In addition to any other than mandatory repayments pursuant to this Section (iv))3.2, on each date on or after the Closing Date upon which LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any Asset Sale by LLC, NEG, Inc. or any NEG Subsidiary, an amount equal to 100% of the Net Debt Sale Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(hSection 3.2(h); provided that such proceeds Net Sale Proceeds shall not be required to be -------- so applied first to the extent such Net Sale Proceeds are (i) retained as cash or Cash Equivalents by LLC, NEG, Inc. or the NEG Subsidiaries or (ii) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (iii) reinvested in the outstanding principal amount business of Term B-2 Loans (NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan; provided, further, that if a -------- ------- Default or Event of Default shall have occurred and accrued interest thereon) in their entirety and thereafter be continuing, such reinvestment may only be made to the outstanding principal amount extent specified in Part II of Term B-1 Loans (and accrued interest thereon). (d) [Reserved]. (e) [Reserved]the Business Plan. (f) In addition to any other mandatory repayments pursuant to this Section 5.023.2, within 10 days following on each date on or after the Closing Date upon which the Borrower LLC, NEG, Inc. or any NEG Subsidiary receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(h3.2(h); provided -------- that such proceeds shall be applied first to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided further, however, with respect to no more than $15,000,000 in the aggregate of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Insurance Proceeds shall not give rise be required to a mandatory repayment be so applied to the extent such Net Insurance Proceeds are (i) applied to repay Indebtedness for borrowed money of NEG, Inc. or any NEG Subsidiary or (ii) reinvested in the business of NEG, Inc. or any NEG Subsidiary within the scope of business as described by the Business Plan within eighteen (18) months of the Recovery Event; provided, further, that no if a Default or Event -------- ------- of Default then exists; provided further that following shall have occurred and be continuing, such reinvestment may only be made to the repayment extent specified in full Part II of the Term B-2 Loans, the Borrower may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining ObligationsBusiness Plan. (g) [Reserved]In addition to any other mandatory repayments pursuant to this Section 3.2, on each date on or after the Closing Date upon which the Borrower receives a distribution, Dividend or payment of any sort from LLC (other than the proceeds of an IPO which shall be applied pursuant to clause (d) above and issuance of the note from NEG, Inc. to LLC or the Borrower or from LLC to the Borrower, solely in connection with the IPO (but not payments thereunder)), an amount equal to 100% of such proceeds (net of any amount thereof used to reimburse the Borrower for (i) any expense related to any income or franchise Taxes of NEG, Inc. or any NEG Subsidiary (computed as if NEG, Inc. and each of its Subsidiaries filed a consolidated federal income Tax return and state consolidated or combined income or franchise Tax returns, where applicable, separate from the Borrower, PG&E Utility and Subsidiaries of PG&E Utility, for all taxable periods), (ii) any expenses then due and payable under the Expense Sharing Agreement or (iii) any amount then due and payable under the note from NEG, Inc. and payable to LLC or the Borrower solely in connection with the IPO) shall be applied in accordance with the requirements of Section 3.2(h). (h) With respect to each repayment of Term Loans Each amount required by this Section 5.02, the Borrower may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, provided that: (i) repayments of LIBO Rate Term Loans applied pursuant to this Section 5.02 may only 3.2(h) shall be made on first paid to the last day Lenders ratably according to the respective outstanding principal amounts of an Interest Period applicable thereto unless all such LIBO Rate Term Loans of held by the applicable Tranche with Interest Periods ending on such date of required repayment Lenders and all Base Rate Term Loans of the applicable Tranche have been paid in full; and (ii) each repayment of any Term Loans made pursuant to a Borrowing shall be applied pro rata among by each Lender to payment of any amount owing to such Term Loans. In Lender under Section 2.8, then to payment of any interest then due and payable to such Lender, and then to reduce ratably the absence remaining principal balance of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make Loans of such designation in its sole discretionLender. (i) In addition to any other mandatory repayments pursuant to this Section 5.023.2, all the then outstanding Term Loans of any Tranche of Term Loans shall be repaid in full on the Maturity earlier of (x) the date of a Spin-Off of NEG, Inc. and (y) the Date Certain. (j) The application of any proceeds received by LLC to be applied for such Tranche mandatory repayment under Sections 3.2(b), (c), (e) and (f) shall be subject to Compliance by LLC with the requirements for Distribution under Section 13 of Term Loansthe LLC Agreement. (k) Nothing in this Section 3.2 shall limit any other rights or remedies a Lender may have under Article 8 of this Agreement or under applicable law in connection with any Event of Default.

Mandatory Repayments. (a) (i) In addition to any other mandatory repayments pursuant to this Section 4.02, on the last Business Day of each fiscal quarter (beginning with the last Business Day of August 2007) (each, a “Scheduled Repayment Date”), the Company shall repay a principal amount of the Loans, to the extent then outstanding, as is set forth opposite each such fiscal quarter below or the Final Maturity Date, as applicable (each such repayment, as the same may be reduced as provided in Section 4.01 or 4.02(f), a “Scheduled Repayment”): Each fiscal quarter ending from August 2007 through February 2014: $ 375,000 The Final Maturity Date $ 139,875,000 (ii) In addition to any other mandatory repayments pursuant to this Section 5.02, concurrently the Company shall be required to make, with respect to Incremental Loans, to the extent then outstanding, scheduled amortization payments of such Incremental Loans on the dates and in the principal amounts set forth in the respective Incremental Term Commitment Agreement (each such date, an “Incremental Scheduled Repayment Date”, and each such repayment, as the same may be reduced as provided in Section 4.01 and 4.02(f), an “Incremental Scheduled Repayment”). (b) In addition to any other mandatory repayments pursuant to this Section 4.02, within one Business Day following each date after the Closing Date upon which the receipt Company and/or any of its Subsidiaries receives any cash proceeds from a Qualified MLP IPOany incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 8.04 as such Section 8.04 is in effect on the Closing Date), an amount equal to 100% of the Net IPO Proceeds cash proceeds therefrom (net of underwriting discounts or placement discounts and commissions and other reasonable fees and costs associated therewith) shall be applied as a mandatory prepayment repayment in accordance with the requirements of Section 5.02(hSections 4.02(f) and (g); provided that such proceeds shall be applied first to repay the outstanding principal amount of Term B-1 Loans (and accrued interest thereon) in their entirety and thereafter to the outstanding principal amount of Term B-2 Loans (and accrued interest thereon). (b) [Reserved]. (c) In addition to any other mandatory repayments pursuant to this Section 5.024.02, concurrently within one Business Day following each date on and after the Closing Date upon which the receipt Company and/or any of any cash proceeds its Subsidiaries receives Cash Proceeds from any issuance or incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 (other than Section (iv))Asset Sale, an amount equal to 100% of the Net Debt Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(h4.02(f) and (g); provided that such Net Cash Proceeds shall not be required to be so applied on such date if no Default or Event of Default then exists and the Company delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used either (i) to purchase assets used or to be used in the business of the Company or its Subsidiaries in compliance with this Agreement or (ii) to purchase equity interests in a Person engaged in a business of a type described in Section 8.10 in connection with a Permitted Acquisition, in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided, further, that if all or any portion of such Net Cash Proceeds not so applied in accordance with Sections 4.02(f) and (g) are not so used within such 270 day period, such remaining portion shall be applied first to repay on the outstanding principal amount last day of Term B-2 Loans (and accrued interest thereon) such period as a mandatory repayment as provided above in their entirety and thereafter to the outstanding principal amount of Term B-1 Loans (and accrued interest thereonthis Section 4.02(c). (d) [Reserved]. (e) [Reserved]. (f) In addition to any other mandatory repayments pursuant to this Section 5.024.02, on each Excess Cash Payment Date, an amount equal to the remainder of (A) applicable ECF Percentage of the Excess Cash Flow for the relevant Excess Cash Payment Period minus (B) the aggregate principal amount of all voluntary prepayments of ABL Loans and Loans (but, in the case of the ABL Loans, only to the extent accompanied by a voluntary reduction to the “Commitments” as defined in the ABL Credit Agreement) during such period, in each case to the extent made with internally generated funds shall be applied as a mandatory repayment in accordance with the requirements of Sections 4.02(f) and (g). (e) In addition to any other mandatory repayments pursuant to this Section 4.02, within 10 days following each date on or after the Closing Date upon on which the Borrower Company or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Cash Proceeds from proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(hSections 4.02(f) and (g); provided that so long as no Default or Event of Default then exists and to the extent such proceeds do not exceed $30,000,000, such proceeds shall not be required to be so applied on such date to the extent that the Company has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be (or have been, as the case may be) used to repair, replace or restore any properties or assets in respect of which such proceeds were paid or purchase assets used or to be used in the business of the Company or its Subsidiaries in compliance with this Agreement (i) within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) or (ii) on or after the date of the event giving rise to the relevant Recovery Event so long as such date is not more than 60 days prior to the date of such Recovery Event (which certificate shall set forth the amounts of the proceeds actually expended); provided, further, that if all or any portion of such proceeds not required to be applied first in accordance with Sections 4.02(f) and (g) pursuant to the preceding proviso are not so used within the periods provided in the immediately preceding proviso, such remaining portion shall be applied on the last day of such period as a mandatory repayment in accordance with the requirements of Sections 4.02(f) and (g). (f) Each amount required to be applied pursuant to Sections 4.02(b), (c), (d) and (e) in accordance with this Section 4.02(f) shall be applied to repay the outstanding principal amount of Term B-2 Loans (and accrued interest thereon) in their entirety and thereafter to the Term B-1 Loans; provided furtherprovided, however, with respect that (x) if at the time of any mandatory repayment pursuant to no more this Section 4.02(f) the ABL Borrowing Availability is less than $15,000,000 (or, in the aggregate case of amounts required to be applied pursuant to Section 4.02(d), $20,000,000), such mandatory repayment instead shall be applied (i) first, to repay the outstanding principal amount of the ABL Loans in an amount necessary to cause the ABL Borrowing Availability to be equal to $15,000,000 (or, in the case of amounts required to be applied pursuant to Section 4.02(d), $20,000,000), and (ii) second, to repay the outstanding principal amount of the Loans, and (y) without limiting the provisions of preceding sub-clause (x), if as part of any Asset Sale or Recovery Event, any Collateral is being sold or has been damaged or taken (as the case may be) that is used in calculating the Borrowing Base (as defined in the ABL Credit Agreement) then the amount of the Net Cash Proceeds from such Asset Sale or the net proceeds from such Recovery Event (as the case may be) that is attributable to such Collateral shall be applied to the outstanding ABL Loans in an amount equal to the value of such Collateral for which credit is given in such Borrowing Base (immediately prior to such Asset Sale or Recovery Event), and the remaining portion of such Net Cash Proceeds received by the Borrower in any fiscal year of the Borrower, such Net Cash Proceeds or net insurance proceeds shall not give rise to be applied as a mandatory repayment to in accordance with the extent that no Event requirements of Default then exists; provided further that following Sections 4.02(c) or (e), as the repayment in full of the Term B-2 Loans, the Borrower case may elect, in lieu of applying such Net Cash Proceeds to repay Term B-1 Loans, to deposit all such Net Cash Proceeds in a segregated account of the Borrower over which the Administrative Agent has been granted control as collateral for all remaining Obligationsbe. (g) [Reserved]. (h) With respect to each repayment of Term Loans required by this Section 5.024.02, the Borrower Company may designate the Types of Term Loans of the applicable Tranche which are to be repaid and, in the case of LIBO Rate Term Eurodollar Loans, the specific Borrowing or Borrowings of the applicable Tranche pursuant to which such LIBO Rate Term Loans were made, ; provided that: (i) repayments if any repayment of LIBO Rate Term Eurodollar Loans made pursuant to this Section 5.02 may only be a single Borrowing shall reduce the outstanding Eurodollar Loans made on the last day of pursuant to such Borrowing to an Interest Period applicable thereto unless all such LIBO Rate Term Loans of amount less than the applicable Tranche with Interest Periods ending on Minimum Amount, such date Borrowing shall be immediately converted into a Borrowing of required repayment and all Base Rate Term Loans of the applicable Tranche have been paid in fullLoans; and (ii) each repayment of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; (iii) each repayment shall be applied to all outstanding Incremental Loans on a pro rata basis; and (iv) each prepayment of Loans and Incremental Loans pursuant to this Section 4.02 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). In the absence of a designation by the Borrower Company as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ih) In addition to any other mandatory repayments pursuant to this Section 5.02, all then All outstanding Term Loans of any Tranche of Term and Incremental Loans shall be repaid in full on the Final Maturity Date for such Tranche of Term LoansDate.