Common use of Mandatory Clause in Contracts

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralFor any Excess Cash Flow Period, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) ten Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall prepay an aggregate principal amount of the Net Cash Proceeds from Term Loans for which the Specified Sale, the Company shall apply Borrower is responsible in an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if anyA) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans 50% (as defined in may be adjusted pursuant to the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iiiproviso below) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, minus (B) the sum of (without duplication): (1) the aggregate amount of voluntary principal prepayments of the Loans or Indebtedness that is pari passu in right of payment and security with the Initial Term Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the calculation date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment, and prepayments in connection with the lender replacement provisions (including pursuant to Section 3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is pari passu in right of payment and security with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) the aggregate amount of voluntary principal prepayments of the Second Lien Loans or Indebtedness that is pari passu in right of payment and security with the Second Lien Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment, and prepayments in connection with the lender replacement provisions) (except prepayments of Second Lien Loans under any revolving tranche or other revolving Indebtedness that is pari passu in right of payment and security with the Second Lien Loans that are not accompanied by a corresponding permanent commitment reduction of the revolving tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Second Lien Credit Agreement Refinancing Indebtedness or any other long-term Indebtedness, (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (4) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase Indebtedness that is pari passu in right of payment and security with the Initial Term Loans (in each case, to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in reasonable detail. If each case in an amount not to exceed the Worldwide product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (5) the amount of capital expenditures either made in cash by the Borrower or any of its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (6) the aggregate amount of cash consideration paid by the Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with the Acquisition) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (7) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(7) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Excess Cash Trigger AmountContract Consideration”)) entered into prior to or during such fiscal year relating to Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with the Acquisition) or made pursuant to Section 7.05 or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and capital expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the Company amount of such shortfall shall apply an amount equal be added to 50% the calculation of Excess Cash Flow above at the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the end of such period of four consecutive fiscal quarters; provided that such percentage in respect of any Excess Cash Flow Calculation Date Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.40:1.00 or 3.90:1.00, respectively (the amount described in this clause (i), the manner set forth in Section 2.08(b)(iv“ECF Prepayment Amount”); provided provided, further that no prepayment shall be required with respect to any Excess Cash Flow Period unless the ECF Prepayment Amount exceeds the greater of $10,000,000 and 6% of Four Quarter Consolidated EBITDA and, in such case, the ECF Prepayment Amount shall be the amount in excess thereof; provided, further that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Excess Cash Flow prepayment required to be made shall apply. (1) If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in the receipt by the Borrower or any Restricted Subsidiary of aggregate Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA (“Relevant Transaction”), then, except to the extent the Borrower elects in a written notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further that only the amount of Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA for any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) shall be subject to prepayment pursuant to this Section 2.08(iii2.05(b)(ii) to and, in such case, the extent that such required prepayment would cause (a) Worldwide Cash to shall be less than only the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000amount in excess thereof. (iv2) Each prepayment Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (3) Upon the incurrence by the Borrower or any Restricted Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (4) If for any reason the sum of the Total Revolving Credit Outstandings or the sum of outstanding Specified Refinancing Revolving Loans at any time exceed the sum of the applicable Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.06), the Borrower shall immediately prepay the Loans under the applicable Revolving Tranche and/or Cash Collateralize the L/C Obligations related thereto in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.08(b2.05(b)(v) unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Outstandings or the outstanding Specified Refinancing Revolving Loans, as the case may be, exceed the aggregate Revolving Credit Commitments or the commitments to make Specified Refinancing Revolving Loans, as the case may be, then in effect. (5) Subject to Section 2.17, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the following order: Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan 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 Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of (x) firstTerm Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in fullTerm Loan Tranche or Revolving Tranche, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and as applicable, being refinanced pursuant thereto or (y) first to outstanding Base Rate Term Loans with the proceeds of each applicable Class up any Refinancing Notes issued to the full amount thereofextent permitted under Section 7.01(a), and second to outstanding Eurodollar Rate Loans of each applicable Class up which shall be applied to the full amount thereofTerm Loan Tranche being refinanced pursuant thereto). Each prepayment Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.08(b2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans under a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the then outstanding Base Rate Loans and SOFR Loans under such Facility; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06. (6) All prepayments under this Section 2.05 shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid andwith, in the case of any such prepayment of a Eurodollar Rate SOFR Loan on a date other than the last day of an Interest Period or at its maturitytherefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.06 and, to the extent applicable, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof required pursuant to Section 9.04(c2.05(a)(iii). Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of SOFR Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the 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 Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi7) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)2.05, to the extent that applicable law would effectively (1) prohibit any or delay all of the repatriation to the United States of America of any Net Cash Proceeds received of any Asset Sale by a Non-U.S. Subsidiary (or a U.S Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Non-U.S. Subsidiary that is not (or a U.S. Subsidiary or of a Non-U.S. Subsidiary) (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriateda “Foreign Casualty Event”), in each case as determined giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Company in good faithBorrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).E

Mandatory. (i) Subject in all respects to In the prepayment event and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days on each occasion that any Net Cash Proceeds are received by or on behalf of the receipt by the Company Borrower or any of its Restricted Subsidiaries in respect of Net Cash Proceeds from Asset Sales or Casualty Events (other than any Prepayment Event, the Specified Sale) when aggregated with all Borrower shall, within five Business Days after such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amountare received, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an aggregate amount equal to 100% of the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) such mandatory prepayments to prepay the Loans in the manner be applied as set forth in Section 2.08(b)(ivclause (iii) below). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined ; provided that, in the Existing DIP Term Loan Agreement)case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Event of Default shall have occurred and be continuing and notice of the amount intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such credit bid shall prepayment would otherwise be deemed required to be made, if the Borrower and/or its applicable Restricted Subsidiary invests (or commits to invest) the Net Cash Proceeds for purposes of this Section 2.08(b)(ii). from such event (iiior a portion thereof) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months within 365 days after the end receipt of such Excess Net Cash Flow Period (such date, Proceeds in assets used or useful in the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as business of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)Borrower and its Restricted Subsidiaries, the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that then no prepayment shall be required pursuant to this Section 2.08(iiiparagraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that such prepayment would cause have not been so invested (a) Worldwide Cash or committed to be less than invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 120 days after such 365-day period), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending January 3, 2015, the Borrower shall prepay Loans in an aggregate amount equal to (A) the ECF Prepayment Percentage of Excess Cash Trigger Amount or Flow for such fiscal year less (bB) U.S. Minimum Liquidity the aggregate principal amount of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Commitments in the same amount) Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such mandatory prepayments to be less applied as set forth in clause (iii) below). Each prepayment pursuant to this clause (ii) shall be made no later than $100,000,000three Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (iii) Each prepayment of Loans pursuant to the foregoing clauses (i) and (ii) of this Section 2.05(b) shall be applied, in direct order of maturity to the next four principal repayment installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Incremental Term Loans) and, thereafter, to the remaining scheduled principal installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Incremental Term Loans) on a pro rata basis. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (iv) Each prepayment of principal pursuant If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to this such excess. (v) Except as otherwise provided in Section 2.08(b) shall be applied in the following order: (x) first2.17, to the ratable prepayment prepayments of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Revolving Credit Facility made pursuant to this Section 2.08(b) 2.05(b), first, shall be made together with any interest accrued applied ratably to the date of such prepayment on L/C Borrowings and the principal amounts prepaid Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any prepayment Letter of a Eurodollar Rate Loan on a date other than Credit that has been Cash Collateralized, the last day of an Interest Period or at its maturity, any additional amounts which the Company funds held as Cash Collateral shall be obligated applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to applicable L/C Issuer or the applicable Revolving Credit Lenders, as applicable. (vi) Notwithstanding any other provisions of this Section 2.08(b)2.05 to the contrary, (Ai) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received of any Prepayment Event by any Subsidiary that is not a U.S. Foreign Subsidiary or (2) impose material adverse tax Excess Cash Flow attributable to a Foreign Subsidiary is prohibited or legal consequences on delayed by applicable local law from being repatriated to the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faithUnited States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected shall will not be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this applied to repay Term Loans at the times provided in Section 2.08(b2.05(b)(i) or Section 2.05(b)(ii) but may be retained by the applicable Foreign Subsidiary so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to will not permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company Borrower hereby agreeing to promptly take or to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take (as the case may be) all actions reasonably required by the applicable local law to permit such repatriation), and at such time as once such repatriation of any of such proceeds becomes affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law (law, such repatriation will be effected and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any repatriated Net Cash Proceeds not or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.05(b)(i) or Section 2.05(b)(ii), to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of such Net Cash Proceeds or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to the prepayment of Loans prepayments pursuant to this Section 2.08 shall 2.05(b)(i) or Section 2.05(b)(ii), (x) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, Net Cash Proceeds or Excess Cash Flow that would be available calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow is applied to the Company and its Subsidiaries to use for their general corporate purposespermanent repayment of Indebtedness of a Foreign Subsidiary. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject The Borrower shall, on each Business Day, if applicable, (I) prepay (with no corresponding commitment reduction) an aggregate principal amount of the Revolving Loans owed by the Borrower and comprising part of the same Borrowings in all respects an amount equal to the amount by which (A) the sum of (x) the aggregate principal amount of the Revolving Loans owed by the Borrower and then outstanding plus (y) the aggregate Letter of Credit Obligations then outstanding exceeds (B) the Line Cap (except as a result of Protective Revolving Loans made under Section 2.01(c) and not outstanding for more than 90 consecutive days) and (II) if, after giving effect to the prepayment and cash collateralization requirements under in full of the Revolving Loans, the amount of Letter of Credit AgreementObligations that has not at that time been Cash Collateralized exceeds the Line Cap, and Cash Collateralize (such cash collateral to be deposited to the extent actually applied thereunderL/C Cash Deposit Account) an amount of Letter of Credit Obligations so that the amount of Letter of Credit Obligations that has not at that time been Cash Collateralized no longer exceeds the Line Cap; provided that in respect of any prepayment or Cash Collateralization under this subsection directly attributable to any adjustment of Reserves, to such prepayment or Cash Collateralization shall be made not later than the extent not applied pursuant to Business Day immediately following the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within date such adjusted Reserves became effective. (ii) Within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company Borrower or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale (other than a Specified Sale) or Casualty Event that results from the Specified Salesale or other disposition of Accounts or Inventory that in each case constitutes Collateral, the Company Borrower shall apply an amount equal to the Applicable Prepayment Percentage 100% of such Net Cash Proceeds (if any) to prepay the Loans in and, unless the manner conditions set forth in Section 2.08(b)(iv). If 3.02 are at the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) time satisfied and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of Borrower shall have delivered to the applicable Excess Cash Flow Period exceeds $800,000,000 Agent a certificate to such effect (in which case such amounts may be transferred by the “Excess Cash Trigger Amount”Borrower to a Collection Account and used by the Borrower and its Subsidiaries for general corporate purposes), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount Collateralize (such cash collateral to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) deposited to the extent that such prepayment would cause (aL/C Cash Deposit Account) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment Letter of principal pursuant to this Section 2.08(b) shall be applied Credit Obligations in the following order: (x) first, first to the ratable prepayment of the First Lien outstanding Revolving Loans until all such Loans have been prepaid in full, and second to Cash Collateralize the ratable Letter of Credit Obligations (if required). (iii) [Reserved.] (iv) [Reserved.] (v) Each prepayment of the Junior Loans until all such Loans have been prepaid in full and (yprincipal pursuant to this Section 2.10(b) shall be applied first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, thereof and second then to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (vvi) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b2.10(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the No prepayment of Revolving Loans or Cash Collateralization made pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv2.10(b) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)reduce the Revolving Credit Commitments or the Letter of Credit Commitments.

Mandatory. (i) Subject in all respects to If for any reason the prepayment and cash collateralization requirements under Total Outstandings at any time exceed the Revolving Credit AgreementFacility at such time, and to the extent actually applied thereunder, to the extent not applied pursuant to the Borrower shall immediately prepay Revolving Credit Agreement with respect to Revolving Credit Facility CollateralLoans, within three (3) Business Days of Swing Line Loans and L/C Borrowings and/or Cash Collateralize the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events L/C Obligations (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is L/C Borrowings), as applicable, in an aggregate amount equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)excess. (ii) Subject Amounts to be applied as provided in this clause (b) to the prepayment of the Revolving Credit Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, in accordance with Sections 8.02 and 8.03. (iii) Notwithstanding anything to the contrary set forth herein, if a Public Equity Offering Transaction has not occurred prior to the last Business Day of a calendar quarter in any Fiscal Year, beginning with the last Business Day of the second calendar quarter of Fiscal Year 2018 and on the last Business Day of each calendar quarter thereafter until the occurrence of a Public Equity Offering Transaction, (x) the Borrowers shall repay the Revolving Credit Loans in an amount equal to $2,500,000 per quarter (the “Required Quarterly RL Payment”) (and if no Revolving Credit Loans are outstanding at the time of such Required Quarterly RL Payment, the Borrowers shall: first, repay the Swing Line Loans, second, repay the L/C Borrowings, and third, Cash Collateralize the L/C Obligations (other than the L/C Borrowings), if any, in each case, in an amount not to exceed the lesser of (xA) the aggregate amount of such Swing Line Loans, L/C Borrowings or L/C Obligations outstanding at the time of such Required Quarterly RL Payment and (B) the Required Quarterly RL Payment) and, (y) the Required Quarterly RL Payment on the last Business Day of each calendar quarter commencing on September 30, 2017, and, pursuant to Section 2.08(b)(vi2.06(b)(i), within three (3) the Revolving Credit Commitment shall be concurrently reduced on the last Business Days after day Day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply each calendar quarter in an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Required Quarterly RL Payment. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralFor any Excess Cash Flow Period, within three ten (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (310) Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall prepay an aggregate principal amount of the Net Cash Proceeds from the Specified Sale, the Company shall apply Term Loans in an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if anyA) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans 50% (as defined in may be adjusted pursuant to the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iiiproviso below) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, minus (B) the sum of: (1) the aggregate amount of voluntary principal prepayments of the Loans or Indebtedness that is pari passu in right of payment and security with the Initial Term Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the calculation date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment, and prepayments in connection with the lender replacement provisions (including pursuant to Section 3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is pari passu in right of payment and security with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, and (2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (3) the portion of the Excess Cash Flow applied (to the extent Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase Indebtedness that is pari passu in right of payment and security with the Initial Term Loans (to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in reasonable detail. If each case in an amount not to exceed the Worldwide product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (4) the amount of capital expenditures made in cash by Borrower or any of its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (5) the aggregate amount of cash consideration paid by Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments (including, without limitation, any acquisitions and acquisitions of intellectual property) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (6) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(6) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Excess Cash Trigger AmountContract Consideration”)) entered into prior to or during such fiscal year relating to Investments (including, without limitation, any acquisitions and acquisitions of intellectual property) or made pursuant to Section 7.05 or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrowers following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and capital expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the Company amount of such shortfall shall apply an amount equal be added to 50% the calculation of Excess Cash Flow above at the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the end of such period of four consecutive fiscal quarters; provided that such percentage in respect of any Excess Cash Flow Calculation Date Period shall be reduced to 25% or 0% if the First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.50 to 1.00 or 4.00 to 1.00, respectively (the amount described in this clause (i), the manner set forth in Section 2.08(b)(iv“ECF Prepayment Amount”); provided further that no prepayment shall be required pursuant with respect to this Section 2.08(iii) any Excess Cash Flow Period unless the ECF Prepayment Amount exceeds $5,000,000, and, in such case, the ECF Prepayment Amount shall be the amount in excess thereof; provided further that, if the First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to the extent that such any Excess Cash Flow prepayment would cause (a) Worldwide result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to be less than 25% or 0%, then such reduced percentage applicable to the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity Flow prepayment required to be less than $100,000,000made shall apply. (ivii) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to If any Asset Sale, IP License Sale or Casualty Event described (or series of related Asset Sales or Casualty Events) results in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit receipt by the Borrower or delay the repatriation to the United States of America any Restricted Subsidiary of any Net Cash Proceeds received by any Subsidiary that is not (a U.S. Subsidiary “Relevant Transaction”), then, except to the extent the Borrower elects to reinvest all or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the a portion of such Net Cash Proceeds so affected in accordance with Section 7.04, the Borrower shall be disregarded for purposes of determining the prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of any mandatory prepayment required Term Loans in an amount equal to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take 100% (as may be adjusted pursuant to the case may beproviso below) all actions required by of the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or received from such material adverse tax consequences would no longer exist (and in any event Relevant Transaction within three 15 Business Days thereafterof receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower or such Restricted Subsidiary; provided (i) that such percentage in respect of any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) shall be reduced to 50% or 0% if the First Lien Net Leverage Ratio as of the last day of the most recently ended fiscal quarter as to which financial statements have been delivered to the Administrative Agent was equal to or less than 4.50 to 1.00 or 4.00 to 1.00, respectively, (ii) that no prepayment shall be required with respect to any Asset Sale or Casualty Event for such period that is equal to or less than $5,000,000 or (iii) that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with Liens securing the Obligations to the extent such other Indebtedness and whether the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not any deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds are actually repatriated)and (2) a fraction, the Company shall prepay numerator of which is the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I).. (iii) Upon the incurrence or issuance by the Borrower or any accrued interest thereon on the date Restricted Subsidiary of redemption. No partial redemption any Refinancing Notes, any Specified Refinancing Term Loans or repurchase of the Loans prior any Indebtedness not expressly permitted to any AHYDO Redemption Date be incurred or issued pursuant to any other provision Section 7.01, the Borrower shall prepay an aggregate principal amount of this Agreement will alter Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on Borrower or such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(ivRestricted Subsidiary. (iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)[Reserved.]

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by If the Company or any of its Subsidiaries makes an Asset Sale that results in the realization by such Person of Net Cash Proceeds from (when combined with all other Asset Sales or Casualty Events in such fiscal year) in excess of the Asset Sale Amount for any fiscal year (other than the Specified Sale) when aggregated with all such amount of Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries excess of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Asset Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, Amount being the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Required Prepayment Amount”), the Company shall apply prepay an aggregate principal amount of Loans equal to 50100% of Excess Cash Flow above the Excess Cash Trigger Required Prepayment Amount within five Business Days after receipt thereof by such Person (such prepayments to prepay be applied as set forth in clauses (ii) and (v) below); provided that the relevant Required Prepayment Amount shall not be required so to be used to make a prepayment so long as on the date such prepayment is otherwise required to be made (A) no Default shall then have occurred and be continuing and (B) the Company has delivered to the Administrative Agent a certificate from a Responsible Officer setting forth that portion of such Required Prepayment Amount that the Company intends to reinvest within 365 days of such date of receipt in operating assets or Persons (including pursuant to Permitted Acquisitions) of the general type used in the business of the Company and its Subsidiaries or reasonably similar or related to the nature or type of property and assets of the Company and its Subsidiaries. In the event that after the giving of a notice of reinvestment referred to in the previous sentence, the Company either ceases to intend to make such reinvestment, or any portion thereof, or fails to make such reinvestment, or any portion thereof, within the 365-day period, then the Company shall immediately make the prepayment of the unused Required Prepayment Amount in accordance with this Section 2.05(b). (ii) Each prepayment of Loans no later than 45 days following pursuant to the Excess Cash Flow Calculation Date provisions of Section 2.05(b)(i) shall be applied, first, to the next four scheduled principal repayment installments under the Term Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term Facility on a pro rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.08(b)(iv2.05(b); provided that no . Subject to Section 2.18, each such prepayment shall be paid to the Lenders under the applicable Facility in accordance with their respective Applicable Percentages in respect of such Facility. (iii) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Revolving Credit Facility at such time, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall (without limiting Section 2.17), Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the relevant Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Revolving Credit Facility at such time; provided that, subject to the provisions of Section 2.17(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.08(iii2.05(b)(iii) unless after the prepayment in full of the Loans either the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the extent initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. All such prepayment would cause (a) Worldwide Cash to Collateral shall be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000granted, provided and maintained in accordance with Section 2.17. (iv) Each prepayment If the Administrative Agent notifies the Company at any time that the Outstanding Amount of principal pursuant all Multicurrency Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment 105% of the First Lien Alternative Currency Loan Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Multicurrency Revolving Credit Loans until all in an aggregate amount sufficient to reduce such Loans have been prepaid in full, and second Outstanding Amount as of such date of payment to the ratable prepayment an amount not to exceed 100% of the Junior Loans until all such Loans have been prepaid Alternative Currency Loan Sublimit then in full and effect. (yv) first to outstanding Base Rate Loans Except as otherwise provided in Section 2.18, prepayments of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Revolving Credit Facility made pursuant to this Section 2.08(b) 2.05(b), first, shall be made together with any interest accrued applied ratably to the date of such prepayment on L/C Borrowings and the principal amounts prepaid Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of any prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of a Eurodollar Rate Loan on a date other than all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the last day Cash Collateralization of an Interest Period or at its maturity, any additional amounts which the remaining L/C Obligations in full may be retained by the Company shall be obligated to reimburse to for use in the Lenders in respect thereof ordinary course of its business. No prepayments applied pursuant to Section 9.04(c). this clause (v) The Agent shall give prompt notice reduce the Revolving Credit Commitments. Upon the drawing of any prepayment required under this Section 2.08(bLetter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause reimburse the applicable Subsidiary to promptly take (L/C Issuer or the Revolving Credit Lenders, as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject The Revolving Facility shall be automatically and permanently reduced by an amount equal to $50,000,000 (provided, that, in all respects to the prepayment and cash collateralization requirements under no event shall the Revolving Credit Agreement, and Facility be reduced to less than $150,000,000) (such reduction of the extent actually applied thereunderRevolving Facility, to the extent not applied pursuant it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days date of the Disposition of the Corporate Headquarters, (B) the date of receipt by the Company or any of its Subsidiaries Loan Party of Net Cash Proceeds from Asset Sales or Casualty Events (other than an Involuntary Disposition of the Specified Sale) when aggregated with all Corporate Headquarters in an aggregate amount in excess of $5,000,000 to the extent such Net Cash Proceeds received prior to are not reinvested in assets (excluding current assets as classified by GAAP) that time are useful in the business of the Borrower and not otherwise applied is equal to or greater than Proceeds Amount, its Subsidiaries within eighteen (18) months of the Company shall apply all date of such Involuntary Disposition (it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to prepay have been received on the Loans Business Day immediately following the expiration of such eighteen (18) month period), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in the manner set forth case of this clause (C), if the Borrower has delivered written notice to the Lender electing to grant a Mortgage (subject to Permitted Liens) in Section 2.08(b)(iv). After such applicationthe Corporate Headquarters in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations (the “Collateral Notice”) on or prior to the Mortgage Notice Date, the Net Cash Proceeds Revolving Facility shall reset to zero upon the making of a mandatory prepayment not be reduced pursuant to this Section 2.08(b)(i)2.05(b)(i)(C) so long as the Borrower shall have, on or prior to the date that is ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the Mortgage Notice Date, provided to the Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or such Net Cash Proceeds are received, as applicable, whether prior to or after the date the Borrower delivers the Collateral Notice and/or the a Mortgage and Mortgaged Property Support Documents for the Corporate Headquarters pursuant to clause (C) above. (ii) Subject If after giving effect to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company any reduction or any of its Subsidiaries termination of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required Revolving Facility under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith2.05, the portion Letter of Credit Sublimit exceeds the Revolving Facility at such Net Cash Proceeds so affected shall be disregarded for purposes time, the Letter of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so longCredit Sublimit, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining automatically reduced by the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)excess. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitment then in effect for the Revolving Facility at such time, the Borrower shall promptly (and in any event, within one (1) Business Day) prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all respects accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless, after the prepayment and cash collateralization requirements under of the Revolving Credit AgreementLoans and Swingline Loans, and to the extent actually applied thereunder, to Total Revolving Outstandings exceed the extent not applied pursuant to Aggregate Revolving Commitment then in effect for the Revolving Credit Agreement with respect Facility at such time; provided that if any such excess shall result solely from a change in the applicable exchange rates relating to Revolving Credit Facility CollateralAlternative Currencies, within then such prepayment and/or Cash Collateralization shall only be required to be made by the Borrower upon three (3) Business Days of Days’ notice from the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Administrative Agent. (ii) Subject Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this Section 2.08(b)(vi2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second, shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable. (iii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within three (3) Business Days after day receipt of receipt by such notice, the Company or any Borrowers shall prepay Loans and/or Cash Collateralize Letters of its Subsidiaries Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Net Cash Proceeds from Letter of Credit Sublimit then in effect. Within the Specified Sale, parameters of the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner applications set forth above in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement2.05(b), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required prepayments pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b2.05(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up and then to the full amount thereof, and second to outstanding Eurodollar Rate Loans in direct order of each applicable Class up to the full amount thereofInterest Period maturities. Each prepayment made pursuant to this All prepayments under Section 2.08(b2.05(b) shall be made together with any subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest accrued to on the principal amount prepaid through the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”)prepayment. The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).DB1/ 88815292.10

Mandatory. (i) Subject If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately (x) prepay Committed Loans in an aggregate principal amount equal to such excess and (y) if any excess remains after prepaying all respects Committed Loans as a result of outstanding L/C Obligations, pay to the prepayment and cash collateralization requirements under the Revolving Credit AgreementAdministrative Agent, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days on behalf of the receipt by L/C Issuers and the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is Lenders, an aggregate amount equal to or greater than Proceeds Amount, the Company shall apply all such Net excess in order to Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After Collateralize such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)outstanding L/C Obligations. (ii) Subject Upon any determination of or adjustment to the amount of the Borrowing Base pursuant to Section 2.08(b)(vi2.05 (other than pursuant to Section 2.05(c), 2.05(d) or 2.05(e)), if a Borrowing Base Deficiency exists, the Borrower shall, within three ten days after being notified of such Borrowing Base Deficiency, provide an irrevocable written notice (3the “Election Notice”) Business Days after day to Lender stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter do one or a combination of receipt the following (as elected by the Company Borrower pursuant to the Election Notice) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency: (A) within ten days following the delivery (or any required delivery) of its Subsidiaries such Election Notice, make a prepayment of the Net Cash Proceeds from Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Specified SaleCommitted Loans as a result of outstanding L/C Obligations, pay to the Company shall apply Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations); (B) pay in six equal monthly installments of the Applicable Prepayment Percentage Outstanding Amount of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as defined a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations) over a term and in an amount satisfactory to the Existing DIP Term Loan Agreement)Administrative Agent (but in any event, with the first such monthly installment to be due on the thirtieth day following delivery of the Election Notice and each subsequent installment being equal to 1/6 of the aggregate amount of such credit bid Borrowing Base Deficiency due and payable on the dame date in each applicable subsequent calendar month), by immediately dedicating a sufficient amount of monthly cash flow from the Oil and Gas Properties of the Borrower and the other Loan Parties; and/or (C) within thirty days following the delivery of the Election Notice, grant the Administrative Agent, on behalf of the Secured Parties, a first-priority Lien, pursuant to Collateral in form and substance satisfactory to the Administrative Agent, on additional Oil and Gas Properties not evaluated in the most recently delivered Engineering Report to the Administrative Agent and with an aggregate PV9 Pricing attributable thereto sufficient to eliminate such deficiency; provided that, in no event may the Borrower elect the option specified in this clause (ii)(C) (in whole or in part) if fewer than ninety-one days remain until the Maturity Date. Notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.06(b)(ii) must, in any event, be made on or prior to the Maturity Date. In the event the Borrower fails to provide an Election Notice to the Administrative Agent within the ten day period referred to above, the Borrower shall be deemed to be Net Cash Proceeds for purposes have irrevocably elected the option set forth in clause (ii)(B). The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 2.08(b)(ii)2.06(b)(ii) and specified in such Election Notice (or relating to such deemed election) shall constitute an immediate Event of Default. (iii) Beginning with Upon any adjustment to the Excess Cash Flow Period ending on December 31amount of the Borrowing Base pursuant to Section 2.05(c), 20142.05(d) or 2.05(e), if a Borrowing Base Deficiency exists, then the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months Borrower shall, in each case, within two Business Days after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as consummation or occurrence of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)event or events giving rise to such Borrowing Base adjustment, the Company shall apply prepay Committed Loans in an aggregate principal amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full deficiency and (y) first to if any deficiency remains after prepaying all Committed Loans as a result of outstanding Base Rate Loans of each applicable Class up L/C Obligations, pay to the full Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount thereofequal to such excess in order to Cash Collateralize such outstanding L/C Obligations; provided that, and second to outstanding Eurodollar Rate Loans of each applicable Class up notwithstanding anything herein to the full amount thereof. Each prepayment contrary, all payments required to be made pursuant to this Section 2.08(b2.06(b)(iii) shall must, in any event, be made together with any interest accrued on or prior to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)Maturity Date. (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to If for any reason the prepayment and cash collateralization requirements under Total Outstandings at any time exceed the Aggregate Commitments at such time, the Borrower shall immediately prepay Revolving Credit AgreementLoans, Swing Line Loans and to L/C Borrowings and/or Cash Collateralize the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events L/C Obligations (other than the Specified SaleL/C Borrowings) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is in an aggregate amount equal to or greater than Proceeds Amountsuch excess; provided, however, that the Company Borrower shall apply all such Net not be required to Cash Proceeds to prepay Collateralize the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment L/C Obligations pursuant to this Section 2.08(b)(i)2.05(b) until after the pre-payment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings. (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within two Business Days upon receipt thereof by the Borrower or such Restricted Subsidiary. (iii) Upon the occurrence of any Disposition by Borrower or any of its Restricted Subsidiaries (other than Dispositions permitted by Section 7.05(a) through (h)) which results in the realization by such Person of any Net Cash Proceeds or if the Borrower or any of its Restricted Subsidiaries receives any Insurance Proceeds on account of a Collateral Loss, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds or Insurance Proceeds, as applicable, within two Business Days of receipt thereof by such Person, provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of any Disposition resulting (or expected to result) in Net Cash Proceeds or receipt of such Insurance Proceeds, as applicable, in excess of $5,000,000), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets to be used in the Borrower’s business, as existing as of the Closing Date or those reasonably related or ancillary thereto, or use such Insurance Proceeds for the repair, restoration or replacement of the assets that are the subject of the Collateral Loss, so long as within twelve months after the receipt of such Net Cash Proceeds or Insurance Proceeds, as applicable, such reinvestment, repair, restoration or replacement shall have been consummated, provided, further, however, that (x) any Net Cash Proceeds or Insurance Proceeds not so reinvested or used for repair, restoration or replacement within such twelve month period shall be immediately applied to the prepayment of the Loans or Cash Collateralization of L/C Obligations as set forth in this Section 2.05(b)(iii) and (y) if an Event of Default has occurred and is continuing at any time that a Loan Party or a Restricted Subsidiary receives or is holding any Net Cash Proceeds or Insurance Proceeds, as applicable, which have not yet been reinvested or used for repair, restoration or replacement, such Net Cash Proceeds or Insurance Proceeds shall be immediately applied to the prepayment of the Loans and Cash Collateralization of L/C Obligations as set forth in this Section 2.05(b)(iii). (iv) On the IPO Closing Date, the Borrower shall prepay an aggregate principal amount of the Revolving Tranche A Credit Loans equal to the lesser of (x) 100% of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full IPO and (y) first the aggregate principal amount of the Revolving Tranche A Credit Loans outstanding on the IPO Closing Date, immediately upon receipt of the Net Cash Proceeds of the IPO. In making a prepayment hereunder, the Borrower shall specify the Type(s) and Class of Loans to outstanding Base Rate Loans of each applicable Class up to the full amount thereofbe prepaid and, and second to outstanding if Eurodollar Rate Loans of each applicable Class up are to be prepaid, the full amount thereof. Each prepayment made pursuant to this Section 2.08(bInterest Period(s) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any Loans. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on a date other than the last day of an Interest Period or at its maturityamount prepaid, together with any additional amounts which the Company required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be obligated to reimburse to applied (i) first, toward payment of the Revolving Tranche A Credit Loans of the Lenders in respect thereof pursuant to Section 9.04(c). accordance with their respective Applicable Percentages, and (vii) second, toward payment of the Revolving Tranche B Credit Loans of the Lenders in accordance with their respective Applicable Percentages. The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), section do not constitute consent to the extent that applicable law would effectively (1) prohibit occurrence or delay issuance by the repatriation to the United States Borrower or any of America its Restricted Subsidiaries of any Net Cash Proceeds received by Indebtedness or any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined Dispositions by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take Borrower or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is its Restricted Subsidiaries not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes otherwise permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)hereunder. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects If the Aggregate Revolving Exposure outstanding exceeds the Revolving Commitment, the Borrowers will immediately prepay the Revolving Loans hereunder without any prepayment premium or penalty (but subject to the prepayment payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) and cash collateralization requirements under Cash Collateralize the Revolving Letter of Credit AgreementExposure, and in each case to the extent actually applied thereundernecessary to eliminate such excess. (ii) If the aggregate principal amount of outstanding Delayed Draw Term Loans exceed the aggregate Delayed Draw Term Loan Commitment, the Borrowers will immediately prepay the Delayed Draw Term Loans hereunder without any prepayment premium or penalty (but subject to the payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) to the extent not applied pursuant necessary to eliminate such excess. (iii) On the Revolving Credit Agreement with respect fifth Business Day after the date of any Asset Sale by the Parent or any of its Subsidiaries, the Borrowers will prepay the Loans hereunder in an aggregate amount equal to Revolving Credit Facility Collateral, within three (3) Business Days 100% of the receipt amount of Net Cash Proceeds from such Asset Sale received by the Company Parent or any of its Subsidiaries on the date of such Asset Sale. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the Borrowers shall not be required to make any prepayment of the Loans under this Section 2.03(b)(iii) with respect to Net Cash Proceeds received by the Parent or any of its Subsidiaries from Asset Sales to the extent that, on or Casualty Events (other than prior to the Specified Sale) when aggregated with all date such Net Cash Proceeds received prior would otherwise be required to be so applied the Parent notifies the Administrative Agent that time such Net Cash Proceeds are to be reinvested in assets used or usable in the business of the Parent or any of its Subsidiaries within 180 days of each such Asset Sale, and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all if such Net Cash Proceeds to be reinvested are not in fact reinvested within 180 days after receipt thereof, then such proceeds shall be due and payable, and, in each case, applied to the prepayment of Loans as provided in this clause (iii) at the expiration of such 180-day period); provided that the amount of such Net Cash Proceeds not applied to prepayment of the Loans because of this sentence shall not exceed $1,000,000 over the term of this Agreement. (iv) On the fifth Business Day after any incurrence of Indebtedness by the Parent or any of its Subsidiaries (including the incurrence of the Indebtedness evidenced by the Subordinated Debt but other than other Indebtedness expressly permitted pursuant to Section 7.03), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the manner set forth in Section 2.08(b)(iv). After such application, amount of the Net Cash Proceeds shall reset to zero upon from such incurrence of Indebtedness received by the making Parent or any of a mandatory prepayment pursuant to this Section 2.08(b)(i)its Subsidiaries. (iiv) Subject On the fifth Business Day after the closing of any offering or sale of Equity Interests by or any capital contribution to the Parent (other than any Excluded Contribution), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the Net Cash Proceeds from such offering or sale of Equity Interests, provided that (x) if the Senior Leverage Ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00 without giving effect to such issuance and the application of the proceeds thereof for the period of four consecutive fiscal quarters most recently ended and for which financial statements are required to have been delivered pursuant to Section 2.08(b)(vi6.01(a) or (b), within three the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 75% of the Net Cash Proceeds from such offering or sale of Equity Interests and (3y) if the Senior Leverage Ratio is less than 2.25:1.00 without giving effect to such issuance and the application of the proceeds thereof for the period of four consecutive fiscal quarters most recently ended and for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 50% of the Net Cash Proceeds from such offering or sale of Equity Interests. Notwithstanding the foregoing, the Borrowers will make such prepayments in respect of any Net Cash Proceeds constituting a Cure Amount in an amount equal to 100% of such Net Cash Proceeds. (vi) On the tenth Business Days Day after day of the receipt by the Company Administrative Agent or the Parent or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of any Casualty Event affecting any property or assets of the Parent or any of its Subsidiaries, the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds from the Specified Salesuch Casualty Event, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment the Borrowers shall not be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable make any prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A2.03(b)(vi) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary Borrower or (2) impose material adverse tax or legal consequences on the Company and any of its Subsidiaries from Casualty Events to the extent if, at the time proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of such Casualty Event are received, no Event of Default shall have occurred and be continuing, to the extent that, on or prior to the date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds from such Casualty Event are to be reinvested in the repair, restoration or replacement of the property affected by such Casualty Event or in other assets used or usable in the business of the Borrowers and their Subsidiaries within 180 days of the receipt of such proceeds, and if such Net Cash Proceeds were so repatriated, intended to be reinvested are not in each case fact reinvested then such proceeds shall be due and payable and applied to the prepayment of Loans as determined by provided in this clause (v) at the Company in good faith, the portion expiration of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv180-day period). (vii) Any Net Cash Proceeds not Not later than the fifth Business Day after the date on which the annual financial statements are required to be applied delivered for any fiscal year (beginning with the fiscal year ending June 30, 2015) pursuant to Section 6.01(a), if the Total Leverage Ratio is greater than or equal to 2.00:1.00 for the Test Period ending on the last day of such fiscal year, the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 75% (or, if the Total Leverage Ratio is less than 2.50:1.00 but greater than or equal to 2.00:1.00 for the Test Period ending on the last day of such fiscal year, 50%) of the Excess Cash Flow for such fiscal year (or, in the case of the prepayment under this clause (vii) for the period ending on June 30, 2015, for the period of two consecutive fiscal quarters ending on such date) minus the aggregate amount of voluntary prepayments of the Term Loans, and Delayed Draw Term Loans and, to the extent accompanied by a permanent reduction of the Revolving Commitments, Revolving Loans, during such fiscal year or period of two consecutive fiscal quarters, as applicable (but, in the case of Term Loans and, only to the extent that such voluntary prepayments were applied pro rata to remaining installments of the Term Loans or Delayed Draw Term Loans, as applicable); (viii) (A) Each prepayment of Loans pursuant to this Section 2.08 2.03(b) shall be available applied first to the Company Term Loans and its Subsidiaries any Delayed Draw Term Loans then outstanding (and applied pro rata to use for their general corporate purposes. (viii) If any the remaining installments thereof in inverse order of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”maturity), then to the Company outstanding Revolving Loans and lastly, to the Cash Collateralization of Letters of Credit, (B) each such prepayment shall be required to redeem for cash a portion of each such Loan then outstanding equal paid to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount Lenders in accordance with their respective Pro Rata Shares of such portion plus any accrued interest thereon on the date prepayment and (C) prepayments of redemption. No partial redemption or repurchase of the outstanding Revolving Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)result in a permanent reduction in the Revolving Commitments.

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to To the extent actually applied thereunder, to that the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from of any Asset Sales Sale or Casualty Events (other than Extraordinary Receipt exceeds $10,000,000, the Specified Sale) when aggregated with all Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds received prior promptly after receipt thereof (or if the Borrower in good faith intends to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all use such Net Cash Proceeds to prepay acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.07, then on or before the Loans in 365th day after such Asset Sale to the manner extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(iclause (iii) below). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by If for any reason the Company or Total Outstandings at any of its Subsidiaries of time exceed the Net Cash Proceeds from the Specified SaleAggregate Commitments, the Company Borrower shall apply immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Applicable Prepayment Percentage Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement)and L/C Borrowings, the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as Prepayments of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Facility made pursuant to this Section 2.08(b2.04(b) shall be made together with any interest accrued applied, first, ratably to the date L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of such prepayment on prepayments under Section 2.04(b)(ii) only, to Cash Collateralize the principal amounts prepaid remaining L/C Obligations; and, in the case of any prepayment prepayments of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof Facility required pursuant to Section 9.04(c). clause (vi) The Agent shall give prompt notice of any prepayment required under this Section 2.08(bor (ii) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b2.04(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount remaining, if any, after the prepayment in full of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, L/C Borrowings and Loans outstanding at such time as such repatriation and, in the case of prepayments under Section 2.04(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any such Net Letter of Credit that has been Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated)Collateralized, the Company funds held as Cash Collateral shall prepay be applied (without any further action by or notice to or from the Loans in accordance with Section 2.08(b)(iii), and (BBorrower or any other Loan Party) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to reimburse the extent that applicable law would effectively prohibit L/C Issuer or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequencesLenders, as determined by applicable. Prepayments of the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be Facility made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv2.04(b) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)result in a permanent reduction of the Commitments.

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the The Company shall apply all such Net Cash Proceeds to prepay the Committed Loans as hereinafter provided in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an aggregate amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as 100% of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or Loan Party from all Involuntary Dispositions with respect to Collateral within five (25) impose material adverse tax or legal consequences on days of the Company and its Subsidiaries if date of receipt of such Net Cash Proceeds were with respect to such Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so repatriatedlong as no Default shall have occurred and be continuing and such casualty occurs prior to November 22, in each case as determined by the Company in good faith2023, the all or any portion of such Net Cash Proceeds so affected shall not be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (applied at the election of the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required notified by the applicable local law Company to permit the Administrative Agent) to the extent such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any Loan Party reinvests such Net Cash Proceeds becomes permitted under in restoration or repair of the applicable local law and/or loss, destruction or damage of such material adverse tax consequences would no longer exist (and in any event Collateral within three Business Days thereafter) (and whether or not any 180 days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds are actually repatriated), shall have not been so reinvested shall be immediately applied to prepay the Committed Loans. (ii) The Company shall prepay the Committed Loans in accordance connection with Section 2.08(b)(iii)a Property Substitution or Prepayment Release in the amounts, and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation required, pursuant to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)2.19. (viiiii) Any Net Cash Proceeds not required to be applied to the Each prepayment of Loans pursuant to clause (i) of this Section 2.08 2.05(b) shall be available applied, to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any remaining principal repayment installments of the Loans would otherwise constitute an “applicable high yield discount obligation” within (including any payment due on the meaning Maturity Date) in inverse order of Section 163(i)(1maturity. Each prepayment of Loans pursuant to clause (ii) of this Section 2.05(b) shall be applied, to the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) remaining principal repayment installments of the CodeLoans (including any payment due on the Maturity Date) ending after on a pro rata basis. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but otherwise without premium or penalty, and shall be accompanied by interest on the fifth anniversary of principal amount prepaid through the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)prepayment.

Mandatory. (i) Subject in Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (i) all respects voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the prepayment and cash collateralization requirements under extent the Revolving Credit AgreementCommitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and to the extent actually applied thereunder(ii), to the extent such prepayments are not applied funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to the Revolving Credit Agreement clause (i) or (ii) above with respect to Revolving Credit Facility Collateralprepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above. (ii) (A) If (1) (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets (i) permitted by Section 7.05(a), within three (3b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds from an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Sales or Casualty Events (other than the Specified SalePercentage”) when aggregated with of all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to realized or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv)received; provided that no such prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A2.05(b)(ii)(A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected that the Borrower shall be disregarded for purposes have, on or prior to such date, given written notice to the Administrative Agent of determining the amount of any mandatory prepayment required its intent to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans reinvest in accordance with Section 2.08(b)(iii2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided that the Asset Percentage shall be 75% if the Total Leverage Ratio for the Test Period was less than or equal to 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and (B) 7.03 with respect only Liens ranking pari passu with the Liens securing the Obligations pursuant to any Excess Cash Flow prepayment described in Section 2.08(b)(iii)the First Lien Intercreditor Agreement, then the Borrower may, to the extent that applicable law would effectively prohibit or delay the repatriation required pursuant to the United States terms of America of any proceeds received by any Subsidiary that is not the documentation governing such Indebtedness, prepay Term Loans and purchase such Indebtedness on a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans pro rata basis in accordance with Section 2.08(b)(iv)the respective principal amounts thereof. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralFor any Excess Cash Flow Period, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) ten Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Salerelated Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the Company date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower shall apply prepay an aggregate principal amount of Term Loans in an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if anyA) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans 50% (as defined in may be adjusted pursuant to the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iiiproviso below) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans and any other Indebtedness secured on a pari passu basis with the Term Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the calculation thereof date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the par amount of the Indebtedness so prepaid) (except prepayments of Loans under any Revolving Tranche or any other revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches or the corresponding revolving credit commitments, as applicable), in reasonable detail. If each case other than to the Worldwide extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) the sum of (I) repayments, prepayments, repurchases, redemptions and other cash payments made with respect to the principal of any Indebtedness (including principal representing capitalized interest) or the principal component of any Capitalized Lease Obligations of such Person or any of its Restricted Subsidiaries during such period (excluding voluntary and mandatory prepayments of Term Loans and any such payment from the proceeds of long-term Indebtedness, but including all premium, make-whole or penalty payments paid in cash (to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments are not otherwise prohibited under this Agreement) and all repayments with respect to revolving Indebtedness to the extent accompanied by a corresponding reduction in commitments); provided that, with respect to any mandatory prepayment of Indebtedness (other than, for the avoidance of doubt, Term Loans), such prepayments shall only be deducted pursuant to this clause (i) to the extent not deducted in the computation of net proceeds in respect of the asset disposition or condemnation giving rise thereto; (II) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of capital expenditures, acquisitions (including of intellectual property) and Investments and (y) cash payments that such Person or any of its Restricted Subsidiaries has committed to make or is required to make in respect of capital expenditures, acquisitions (including of intellectual property) and Investments within 365 days after the end of such period pursuant to binding obligations entered into prior to or during such period or, at the Parent Borrower’s option, after the end of such period and prior to the date of such Excess Cash Flow payment for such period; provided that amounts described in this clause (y) will not reduce Excess Cash Flow in subsequent periods, and, to the extent not paid, will increase Excess Cash Flow in the subsequent period, (III) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of Taxes (including distributions to any Parent Holding Company in respect of Taxes), to the extent such payments exceed the amount of tax expense deducted in calculating such Consolidated Net Income, and (y) cash payments that such Person or any of its Restricted Subsidiaries will be required to make in respect of Taxes (including distributions to any Parent Holding Company in respect of Taxes) within 180 days after the end of such period, and (IV) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transactions, any acquisition consummated before or after the Closing Date or any Permitted Investment, Equity Issuance or debt issuance (whether or not consummated) and any Restricted Payment made to pay any of the foregoing incurred by Holdings and (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio (calculated after giving Pro Forma Effect to any prepayment or reduction as set forth in clause (B) above) as of the last day of the applicable fiscal year to which such Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount relates was equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later or less than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv)4.75:1.00 or 4.25:1.00, respectively; provided provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or less than $10,000,000 (and for such period such prepayment shall be limited to the amount in excess of $10,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any prepayment pursuant to clause (B) above and any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Excess Cash Flow prepayment required to be made shall apply; provided further that to the extent the amount of prepayments pursuant to subclause (B) above exceeds the amount that would otherwise be payable pursuant to this Section 2.08(iii2.05(b) in any given fiscal year, the excess thereof may be applied, in the Borrowers’ discretion, to the extent that such prepayment would cause (a) Worldwide Cash to be less than the any amount of Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal Flow payable pursuant to this Section 2.08(b2.05(b) shall be applied in the immediately following order: fiscal year. (xii) firstIf any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in the receipt by any Borrower or any Restricted Subsidiary of aggregate Net Cash Proceeds in excess of $10,000,000 (“Relevant Transaction”), then, except to the ratable prepayment extent the Parent Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrowers shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of the First Lien Loans until all Net Cash Proceeds received from such Loans have been prepaid in full, and second to the ratable prepayment Relevant Transaction within 15 Business Days of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date end of such prepayment on reinvestment period by such Borrower or such Restricted Subsidiary; provided that such Borrower may use a portion of the principal amounts prepaid Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness (and, in the case of revolving indebtedness, permanently reduce related commitments) that is secured by the Collateral on a pari passu basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that, so long as no Event of Default shall have occurred and be continuing or would result therefrom, such prepayment percentage shall be reduced from 100% to 50% or 0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 4.75:1.00 or 4.25:1.00 (such amounts not required to be prepaid as a result of such prepayment percentage reduction, the “Retained Asset Sale Proceeds”), respectively; provided, further, that only the amount of Net Cash Proceeds in excess of $10,000,000 in any fiscal year shall be subject to prepayment pursuant to this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by any Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrowers shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Borrower or such Restricted Subsidiary. (iv) Upon the incurrence by any Borrower or any Restricted Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrowers shall prepay an aggregate principal amount of Revolving Credit Loans (and correspondingly reduce commitments) in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers or such Restricted Subsidiary. (v) If for any reason the sum of the Total Revolving Credit Outstandings or the sum of outstanding Specified Refinancing Revolving Loans at any time exceed the sum of the Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.06), the Borrowers shall immediately prepay the Loans under the applicable Revolving Tranche and/or Cash Collateralize the L/C Obligations related thereto in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Outstandings or the outstanding Specified Refinancing Revolving Loans, as the case may be, exceed the aggregate Revolving Credit Commitments or the commitments to make Specified Refinancing Revolving Loans, as the case may be, then in effect. (vi) Subject to Section 2.17, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan 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 Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to the remaining scheduled installments with respect to such Term Loan Tranche as directed by the Parent Borrower, and absent such direction, in direct order of maturity. Each prepayment of Term Loans under a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06. (vii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Eurocurrency Rate Loan on a date other than the last day of an Interest Period or at its maturitytherefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.06 and, to the extent applicable, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof required pursuant to Section 9.04(c2.05(a)(iii). Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrowers may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the 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 Borrowers or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (viviii) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)2.05, to the extent that applicable law would effectively (1) prohibit any or delay all of the repatriation to the United States of America of any Net Cash Proceeds received of any Asset Sale by any a Foreign Subsidiary that is not (or a U.S. Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Disposition”) or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriatedof any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”), in each case as determined giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Company in good faithParent Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds or Excess Cash Flow so affected shall will not be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under applied to repay Term Loans at the times provided in this Section 2.08(b) so long, 2.05 but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required be retained by the applicable local law to permit such repatriationForeign Subsidiary. (ix) or impose such material adverse tax consequences, and at such time as such repatriation Notwithstanding any other provisions of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with this Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii)2.05, to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as Parent Borrower has determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such faith that repatriation of any such proceeds becomes permitted under or all of the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to be applied to the a prepayment of Loans event pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”2.05(b)(ii), the Company shall be required or Excess Cash Flow giving rise to redeem for cash a portion of each such Loan then outstanding equal prepayment event pursuant to the Mandatory Principal Redemption Amount Section 2.05(b)(i) would have an adverse tax cost consequence (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon that are not de minimis) on the date of redemption. No partial redemption Parent Borrower or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to Subsidiary or their Affiliates (taking into account any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).foreign tax credit or benefit actually real

Mandatory. (i) Subject Immediately upon receipt thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the Disposition of any property other than (A) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in all respects to the prepayment and cash collateralization requirements under ordinary course of business; (B) Dispositions of inventory in the Revolving Credit Agreement, and ordinary course of business; (C) Dispositions of equipment or real property to the extent actually that such property is exchanged for credit against the purchase price of similar replacement property or the proceeds of such Disposition are reasonably promptly applied thereunder, to the extent not applied pursuant purchase price of such replacement property; (D) Dispositions of property to the Revolving Credit Agreement with respect Borrower or to Revolving Credit Facility Collateral, within three a wholly-owned Subsidiary; and (3E) Business Days Dispositions that do not exceed $25,000,000 of Net Cash Proceeds in the receipt aggregate prior to the Maturity Date. (ii) Upon the sale or issuance by the Company Borrower or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events any of its Equity Interests (other than to the Specified Sale) when aggregated with Borrower or to a wholly-owned Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received prior to that time and not otherwise applied is therefrom immediately upon receipt thereof by the Borrower or such Subsidiary. (iii) Immediately upon receipt thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of (A) the amount of increases in the aggregate commitments for revolving credit loans to the Borrower or greater than Proceeds Amountits Subsidiaries (whether as an increase in the aggregate commitments under its existing Amended and Restated Credit Agreement dated July 20, 2007, under any amendment or restatement thereof or under any new revolving credit agreements or a combination thereof) above the Company shall apply amount of such commitments on the Closing Date and (B) all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt received by the Company Borrower or its Subsidiaries from the incurrence or issuance by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money, other than (I) borrowings of revolving credit loans and (II) Indebtedness in respect of Capitalized Leases or purchase money obligations for fixed or capital assets. (iv) Notwithstanding the provisions of clause (i) of this Section 2.06(b), so long as no Default under Section 8.01(j), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) of this Section 2.06(b), the aggregate amount of Net Cash Proceeds from the Specified Salerequired by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Company shall apply an Borrower may defer such prepayment until the first date on which the aggregate amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds or other amounts otherwise required under clause (if anyi) of this Section 2.06(b) to be applied to prepay Loans exceeds $5,000,000. Upon the occurrence of a Default under Section 8.01(j), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company Borrower and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so longother amounts, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequencesapplicable, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds that are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment prepay Loans under clause (i) of Loans pursuant to this Section 2.08 shall be available 2.06(b) (without giving effect to the Company first and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision second sentences of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(ivclause (iv)) shall but which have not apply to redemptions required pursuant to this Section 2.08(b)(viii)previously been so applied.

Mandatory. (i) Subject Within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (1) all respects voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(vi), in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash collateralization requirements pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (4) the amount equal to all payments in cash actually paid by the Borrower in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (1), (2), (3) and (4), to the extent such prepayments are funded with Internally Generated Cash; provided that, to the extent any deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year, (5) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent financed with Internally Generated Cash or Borrowings under the Revolving Credit AgreementFacility), (6) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually applied thereundermade as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent not applied pursuant to financed with Internally Generated Cash or Borrowings under the Revolving Credit Agreement Facility), (7) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with respect to Internally Generated Cash or Borrowings under the Revolving Credit Facility CollateralFacility, within three (38) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, in each case to the extent financed with Internally Generated Cash and (9) Business Days the amount of cash taxes (including penalties and interest or tax reserves) paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; provided further that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid or otherwise realized or accounted for after the end of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received applicable fiscal year but prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment the Excess Cash Flow payment required for such fiscal year. Prepayments pursuant to this Section 2.08(b)(i2.05(b)(i) shall only be required for any fiscal year if the amount of the Excess Cash Flow for such fiscal year is greater than an amount equal to the greater of $55,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09); provided, further, that, for the avoidance of doubt, only amounts in excess of such $55,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered shall be prepaid pursuant to this Section 2.05(b)(i). (ii) Subject If (1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (except as set forth in the proviso thereof or to the extent such property is subject to a Mortgage), (n), (p), (q), (r) and (s)), or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or a Restricted Subsidiary of Net Proceeds, subject to Section 2.08(b)(vi2.05(b)(vi), within three (3) the Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after day the date of the realization or receipt by the Company Borrower or any Restricted Subsidiary of its Subsidiaries such Net Proceeds, an aggregate principal amount of the Net Cash Proceeds from the Specified Sale, the Company shall apply Term Loans in an amount equal to the Applicable Prepayment Asset Sale Percentage of all such Net Cash Proceeds (Proceeds; provided, further, that if any) at the time that any such prepayment would be required, the Borrower is required to offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations, or any Permitted Refinancing of any such Indebtedness, in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans in and Other Applicable Indebtedness at such time; provided that the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in such net proceeds allocated to the Existing DIP Term Loan Agreement), Other Applicable Indebtedness shall not exceed the amount of such credit bid shall be deemed net proceeds required to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with allocated to the Excess Cash Flow Period ending on December 31Other Applicable Indebtedness pursuant to the terms thereof, 2014, and the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is three Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds. (iv) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay, or cause to be promptly prepaid, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.05), 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 Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable material constituent documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has reasonably determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences for itself or any of its Subsidiaries, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Foreign Subsidiary Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.05, the Borrower apply an amount equal to such Foreign Subsidiary Excess Cash Flow to such prepayments as if such Foreign Subsidiary Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Foreign Subsidiary Excess Cash Flow had been repatriated (or, if less, the Foreign Subsidiary Excess Cash Flow that would be calculated if received by such Foreign Subsidiary); provided, further, that in the case of each of clauses (i) and (ii), such nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of the Borrower and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(v)); provided, further, that (A) for purposes of this Section 2.05, Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations) and (B) the Borrower and its Restricted Subsidiaries shall be entitled to reduce Excess Cash Flow owed pursuant to Section 2.05(b)(i) in respect of any Excess Cash Flow Period by the aggregate amount of Excess Cash Flow attributable to Foreign Subsidiaries subject to the limitations and restrictions described above in this Section 2.05(b)(v) for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to LendersPeriod. (vi) Notwithstanding any other provisions of this Section 2.08(b)2.05, (Ai) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Cash Proceeds received of any Casualty Event incurred by any a Foreign Subsidiary that is not a U.S. Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (2y) impose restricted by applicable material adverse tax or legal consequences on constituent documents, an amount equal to the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds that would be so affected shall were the Borrower to attempt to repatriate such cash will not be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under applied to repay Term Loans at the times provided in this Section 2.08(b) 2.05 so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to or applicable material constituent documents would not otherwise permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any proceeds received by any Subsidiary such restrictions on repatriation even if the Borrower does not intend to actually repatriate such cash, so that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by an amount equal to the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the full amount of any mandatory prepayment required such Net Proceeds will otherwise be subject to be made repayment under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation2.05), and at such time as if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such proceeds becomes permitted affected Net Proceeds is permissible under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).app

Mandatory. (i) Subject If at any time the sum of the unpaid principal balance of the Loans and the L/C Obligations then outstanding shall be in all respects excess of the Threshold Available Amount as determined and computed in the most recent Available Amount Certificate delivered in accordance with Section 8.5(d) or Section 8.5(m) hereof, the Borrower shall within five (5) calendar days, and without notice or demand, pay the amount in excess of the Threshold Available Amount to the prepayment and cash collateralization requirements under Administrative Agent for the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days account of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of Lenders as a mandatory prepayment pursuant to this Section 2.08(b)(i)on such Obligations. (ii) Subject to If at any time the sum of the unpaid principal balance of the Loans and the L/C Obligations then outstanding shall be in excess of the Available Amount (but not the Threshold Available Amount) as determined and computed in the most recent Available Amount Certificate delivered in accordance with Section 2.08(b)(vi)8.5(d) or Section 8.5(m) hereof, the Borrower shall, within three thirty (330) Business Days after day of receipt by the Company calendar days, and without notice or any of its Subsidiaries of the Net Cash Proceeds from the Specified Saledemand, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), pay the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Obligations. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company All prepayments under this Section 1.8(b) shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal first be applied to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following until paid in full, with any remaining balance to be held by the Excess Cash Flow Calculation Date Administrative Agent in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant Collateral Account as security for the Obligations owing with respect to the Letters of Credit. Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b1.8(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of each applicable Class up to Eurodollar Loans in the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereoforder in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.08(b1.8(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Eurodollar Loans accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company L/C Obligations shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)9.4 hereof. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to The Borrower shall, on the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) third Business Days of Day following the receipt by the Company or any Borrower after the Effective Date of its Subsidiaries of (A) Net Cash Proceeds from any Asset Sales or Casualty Events (other than B) Net Cash Proceeds from the Specified Sale) when aggregated with all incurrence of any Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to the Banks’ Ratable Share of such Net Cash Proceeds received prior and the Term Loan Banks shall have the option to that time and not otherwise applied is equal to accept or greater than Proceeds Amountrefuse such prepayment in accordance with the provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Company Borrower shall apply all such Net Cash Proceeds to prepay the Revolving Credit Loans in the manner outstanding at such time (without any reduction of Revolving Credit Loan Commitments, except as set forth in Section 2.08(b)(iv2.09(b)(ii). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi)The Borrower shall, within three (3) on the third Business Days after day Day following the date of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Saleissuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of the Company shall apply Term Loans in an aggregate amount equal to the Applicable Prepayment Percentage Banks’ Ratable Share of such Net Cash Proceeds (if anyother than $200,000,000 of additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) to prepay in accordance with the Loans in the manner provisions set forth in Section 2.08(b)(iv2.10(c). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (So long as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of referred to in this Section 2.08(b)(ii). (iii2.10(b)(ii) Beginning with are received by the Excess Cash Flow Period ending on December 31, 2014Borrower, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in Borrower agrees to use all reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal efforts to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were permitted to be distributed to be so repatriated, distributed. Upon the payment in each case as determined by full of the Company in good faithTerm Loans, the portion of Borrower shall apply such Net Cash Proceeds so affected shall be disregarded for purposes of determining to prepay the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and Revolving Credit Loans outstanding at such time as such repatriation (without any reduction of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(ivRevolving Credit Loan Commitments). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject If any Borrower or any of their Subsidiaries Disposes of any property or assets (other than inventory in all respects the ordinary course of business) which results in the realization by such Person of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall prepay on or prior to the prepayment date which is five (5) Business Days after the date of such receipt, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and cash collateralization requirements under (vi) below); provided, however, that so long as no Default or Event of Default exists, Net Cash Proceeds relating to the Revolving Credit Agreement, disposition of obsolete or retired equipment in the ordinary course of a Loan Party’s (or a Loan Party’s Subsidiary’s) business shall not be included (and shall not count against the $500,000 threshold set forth above) to the extent actually applied thereunder, the applicable Loan Party (or applicable Loan Party’s Subsidiary) intends to the extent not applied pursuant use such Net Cash Proceeds to the Revolving Credit Agreement with respect acquire like assets useful to Revolving Credit Facility Collateral, its business within three ninety (390) Business Days of days after the receipt of such Net Cash Proceeds or to reimburse itself for such a purchase occurring before receipt of such Net Cash Proceeds. (ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (including, without limitation, Section 7.02(h)), the Specified Sale) when aggregated with Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom on or prior to that time and not otherwise applied the date which is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day the receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below). (iii) Upon the receipt of receipt any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, which results in the realization by the Company such Person or any Persons of its Subsidiaries of the Net Cash Proceeds from in excess of $500,000 in the Specified Saleaggregate for any Fiscal Year, the Company Borrowers shall apply prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the Applicable Prepayment Percentage date which is three (3) Business Days after the date of receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the Borrowers, and so long as no Event of Default shall have occurred and be continuing, such Borrower or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property damaged to the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt of such Net Cash Proceeds, such repair, rebuilding or reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (y) if any) a definitive agreement to prepay so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clause (vi) below). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) (other than clause (iv)) shall be applied, first, to the Term Loans (and, if applicable, any Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender agrees to receive less than its pro rata share of such prepayment) and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans clause (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes vi) of this Section 2.08(b)(ii2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders pro rata in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (iiivi) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as Prepayments of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Revolving Credit Facility made pursuant to this Section 2.08(b2.05(b) shall be made together with any interest accrued applied, first, ratably to the date L/C Borrowings, second, ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such prepayment on time and the principal amounts prepaid andCash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of business; provided, however, that, in the case of any prepayment assets that are acquired as part of a Eurodollar Rate Loan on Permitted Acquisition and subsequently sold by a date other than Borrower or a Subsidiary within thirty (30) days after such Permitted Acquisition, if such Permitted Acquisition was financed by Revolving Loans, then the last day mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of an Interest Period or at its maturitythe Revolving Credit Commitments, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(beach case), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)second, to the extent that applicable law would effectively Term Loans (1) prohibit or delay the repatriation to the United States of America of and, if applicable, any Net Cash Proceeds received by any Subsidiary that is not Incremental Term Loans on a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iiiratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), except to the extent that any applicable law would effectively prohibit or delay Term Lender agrees to receive less than its pro rata share of such prepayment) and third, to Cash Collateralize the repatriation to remaining L/C Obligations. Upon the United States of America drawing of any proceeds received Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Subsidiary that is not a U.S. Subsidiary Borrower or result in material adverse tax consequencesany other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)applicable. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to To the extent actually applied thereunder, to that the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from of any Asset Sales Sale or Casualty Events Extraordinary Receipt exceeds $15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (other than the Specified Saleit being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) when aggregated with all and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds received prior promptly after receipt thereof (or if the Borrower in good faith intends to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all use such Net Cash Proceeds to prepay acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the Loans 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the manner Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(iclause (iii) below). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by If for any reason the Company or Total Outstandings at any of its Subsidiaries of time exceed the Net Cash Proceeds from the Specified SaleAggregate Commitments, the Company Borrower shall apply immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Applicable Prepayment Percentage Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement)and L/C Borrowings, the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as Prepayments of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Facility made pursuant to this Section 2.08(b2.4(b) shall be made together with any interest accrued applied, first, ratably to the date L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of such prepayment on prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the principal amounts prepaid remaining L/C Obligations; and, in the case of any prepayment prepayments of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof Facility required pursuant to Section 9.04(c). clause (vi) The Agent shall give prompt notice of any prepayment required under this Section 2.08(bor (ii) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b2.4(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount remaining, if any, after the prepayment in full of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, L/C Borrowings and Loans outstanding at such time as such repatriation and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any such Net Letter of Credit that has been Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated)Collateralized, the Company funds held as Cash Collateral shall prepay be applied (without any further action by or notice to or from the Loans in accordance with Section 2.08(b)(iii), and (BBorrower or any other Loan Party) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to reimburse the extent that applicable law would effectively prohibit L/C Issuer or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequencesLenders, as determined by applicable. Prepayments of the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be Facility made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv2.4(b) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)result under any circumstance in a permanent reduction of the Commitments.

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to To the extent actually applied thereunder, to that the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from of any Asset Sales Sale or Casualty Events Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (other than the Specified Saleit being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) when aggregated with all and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds received prior promptly after receipt thereof (or if the Borrower in good faith intends to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all use such Net Cash Proceeds to prepay acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the Loans 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the manner Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(iclause (iii) below). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by If for any reason the Company or Total Outstandings at any of its Subsidiaries of time exceed the Net Cash Proceeds from the Specified SaleAggregate Commitments, the Company Borrower shall apply immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Applicable Prepayment Percentage Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement)and L/C Borrowings, the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as Prepayments of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment Facility made pursuant to this Section 2.08(b2.4(b) shall be made together with any interest accrued applied, first, ratably to the date L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of such prepayment on prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the principal amounts prepaid remaining L/C Obligations; and, in the case of any prepayment prepayments of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof Facility required pursuant to Section 9.04(c). clause (vi) The Agent shall give prompt notice of any prepayment required under this Section 2.08(bor (ii) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b2.4(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount remaining, if any, after the prepayment in full of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, L/C Borrowings and Loans outstanding at such time as such repatriation and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any such Net Letter of Credit that has been Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated)Collateralized, the Company funds held as Cash Collateral shall prepay be applied (without any further action by or notice to or from the Loans in accordance with Section 2.08(b)(iii), and (BBorrower or any other Loan Party) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to reimburse the extent that applicable law would effectively prohibit L/C Issuer or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequencesLenders, as determined by applicable. Prepayments of the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be Facility made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv2.4(b) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)result under any circumstance in a permanent reduction of the Commitments.

Mandatory. (i) Subject in all respects The Crompton A Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Working Capital A Advances comprising part of the same Borrowings, the Letter of Credit A Advances and the Swing Line A Advances equal to the prepayment amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital A Advances, (y) the Letter of Credit A Advances and cash collateralization requirements (z) the Swing Line A Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding under the Revolving Credit Agreement, and to Working Capital A Facility exceeds (B) the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Working Capital A Facility Collateral, within three (3) on such Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Day. (ii) Subject to Section 2.08(b)(vi)The Uniroyal B-1 Borrower shall, within three (3) on each Business Days after day of receipt by the Company or any of its Subsidiaries Day, prepay an aggregate principal amount of the Net Cash Proceeds from Working Capital B-1 Advances comprising part of the Specified Salesame Borrowings, the Company shall apply an amount Letter of Credit B-1 Advances and the Swing Line B-1 Advances equal to the Applicable Prepayment Percentage amount by which (A) the sum of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the aggregate principal amount of (x) the Working Capital B-1 Advances, (y) the Letter of Credit B-1 Advances and (z) the Swing Line B-1 Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital B-1 Facility exceeds (B) the Working Capital B-1 Facility on such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Business Day. (iii) Beginning with Notwithstanding anything herein to the Excess Cash Flow Period ending contrary, each B-2 Borrower shall, on December 31the first Business Day of each month, 2014, the Company shall calculate Excess Cash Flow for prepay such Excess Cash Flow Period no later than six months after the end B-2 Borrower's Borrower's Share of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an any amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or clause (b) U.S. Minimum Liquidity to be less than $100,000,000of the definition "B-2 Facility Overage" that exceeds the lesser of (A) US$10,000,000 minus the B-3 Facility Overage at such time and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (iv) Each prepayment Notwithstanding anything herein to the contrary, each B-3 Borrower shall, on the first Business Day of each month, prepay such B-3 Borrower's Borrower's Share of any amount set forth in clause (b) of the definition "B-3 Facility Overage" that exceeds the lesser of (A) US$10,000,000 minus the B-2 Facility Overage at such time and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (v) The Canadian Borrower shall, on each Business Day, prepay an aggregate principal pursuant amount of the Canadian Borrower Advances comprising part of the same Borrowings equal to this Section 2.08(bthe amount by which (A) shall be applied in the following order: sum of (x) first, to the ratable prepayment aggregate principal amount of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full Canadian Borrower Advances and (y) the aggregate Face Amount of Bankers' Acceptances then outstanding exceeds (B) the Canadian Facility on such Business Day. (vi) Notwithstanding anything herein to the contrary, the Canadian Borrower shall, on the first to outstanding Base Rate Loans Business Day of each applicable Class up month, prepay any amount set forth in clause (b) of the definition "Canadian Facility Overage" that exceeds the lesser of (A) US$10,000,000 and (B) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders at such time. (vii) The Crompton A Borrowers shall, on each Business Day, pay to the full Agent for deposit in the relevant L/C Cash Collateral Account an amount thereofsufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Working Capital A Facility exceeds the Letter of Credit A Facility on such Business Day. (viii) The Uniroyal B-1 Borrower shall, and second to outstanding Eurodollar Rate Loans of on each applicable Class up Business Day, pay to the full Agent for deposit in the relevant L/C Cash Collateral Account an amount thereof. Each prepayment sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding under the Letter of Credit B-1 Facility exceeds the Letter of Credit B-1 Facility on such Business Day. (ix) The Canadian Borrower shall, on each Business Day, pay to the Agent for deposit in the Canadian Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Face Amount of all Bankers' Acceptances then outstanding under the Canadian Facility exceeds the Canadian Facility on such Business Day. (x) Prepayments of the Working Capital A Facility, Working Capital B-1 Facility, Working Capital B-2 Facility, Working Capital B-3 Facility or Canadian Facility made pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) above shall be first applied to prepay Letter of Credit Advances then outstanding under such Facility until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding under such Facility until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding under such Facility comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the relevant L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding under such Facility or, in the case of the Canadian Facility, deposited in the Canadian Cash Collateral Account to cash collateralize 100% of the Face Amount of all Bankers' Acceptances then outstanding. (xi) All prepayments under this Section 2.08(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)amount prepaid. (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. If, prior to the Conversion Date: (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company Borrower or any of its Subsidiaries of Net Cash Proceeds from Asset Sales shall (1) incur any Indebtedness, Disqualified Stock or Casualty Events Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 6.03(1)(w), (other than the Specified Sale1)(x), (2), (13) when aggregated with all or (14) (as it relates to Section 6.03(2) and (14) only) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Net Cash Proceeds received prior Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to that time pay premiums (including reasonable tender premiums), defeasance costs and not otherwise applied is fees in connection therewith or (2) issue any debt securities (including any Securities issued pursuant to a Securities Demand), then an amount equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, 100% of the Net Cash Proceeds thereof shall reset to zero upon be applied promptly (but in no event later than three Business Days) after the making receipt thereof toward the prepayment of a mandatory prepayment pursuant to this Section 2.08(b)(i).the Initial Loans; (ii) Subject the Borrower, Holdings or any of the Borrower’s Restricted Subsidiaries shall issue any public equity securities (other than (1) to Section 2.08(b)(vi)the Equity Investors, within three (2) in connection with an acquisition permitted by the terms of this Agreement and (3) to employees pursuant to employee benefit plans in effect on the Closing Date), then an amount equal to 100% of the Net Proceeds thereof shall be applied promptly (but in no event later than ten Business Days Days) after day the receipt thereof toward the prepayment of receipt by the Company Initial Loans; or (iii) the Borrower or any of its Restricted Subsidiaries shall receive Net Proceeds in respect of the Net Cash Proceeds from the Specified Saleany Prepayment Asset Sale or Property Loss Event, the Company shall apply then an amount equal to 100% of the Applicable Prepayment Percentage Net Proceeds thereof, (subject to the restrictions set forth herein) shall be applied promptly (but not in no event later than ten Business Days) after the receipt thereof toward the prepayment of the Initial Loans; provided that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (a) or (f) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Initial Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Proceeds are so reinvested within 365 days after the date of receipt of such Net Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement)or, within such 365 day period, the amount Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such credit bid shall be deemed Net Proceeds, and such Net Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided, however, that if any Net Proceeds are not reinvested or applied as a repayment on or prior to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)application period, the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) Net Proceeds shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three five Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of the Initial Loans pursuant to this Section 2.08 shall be available as set forth above (without regard to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”immediately preceding proviso), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).; or

Mandatory. (i) Subject Following the end of each fiscal year of the Holdings, commencing with the fiscal year ending December 31, 2022, the Borrower shall prepay Loans in all respects an aggregate amount equal to (A) the prepayment ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of any voluntary prepayments in respect of Loans and cash collateralization requirements under other Indebtedness permitted to be incurred hereunder that ranks pari passu with the Revolving Credit AgreementLoans (except, and to the extent actually applied thereunderin each case, to the extent not applied financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) (each, an “Excess Cash Flow Prepayment”) is required less (C) (x) the aggregate amount of cash actually paid by Holdings and its Restricted Subsidiaries during such fiscal year on account of capital expenditures, Permitted Acquisitions or other Permitted Investments (other than any amounts that were committed during a prior fiscal year to the extent such amounts reduced the Excess Cash Flow Prepayment in such prior fiscal year per clause (y) hereof (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), and (y) without duplication of amounts deducted from the Excess Cash Flow Prepayment in respect of a prior period, at the option of the Borrower, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the Revolving Credit Agreement “Contract Consideration”) entered into during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the Excess Cash Flow Prepayment is required relating to capital expenditures, Permitted Acquisitions or other Permitted Investments, in each case, to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized in cash to finance such capital expenditure, Permitted Acquisition or other Permitted Investment during such subsequent period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters, less (D) permitted Restricted Payments paid in cash or otherwise declared by Holdings during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required and permitted Restricted Payments paid in cash or otherwise declared by any Restricted Subsidiary to any person other than Holdings or any of the Restricted Subsidiaries during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required, in each case in accordance with Section 7.06; provided that, with respect to Revolving Credit Facility Collateralany reduction for any declared Restricted Payments, within three (3) Business Days to the extent the aggregate amount actually utilized in cash in connection with any such Restricted Payment during the subsequent period of four consecutive fiscal quarters is less than the declared amount, the amount of such shortfall shall be added to the calculation of the receipt by Excess Cash Flow Prepayment at the Company or any end of its Subsidiaries such subsequent period of Net four consecutive fiscal quarters. Each Excess Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise Flow Prepayment shall be applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner as set forth in Section 2.08(b)(iv). After such application, clause (v) below and shall be made no later than the Net Cash Proceeds shall reset date that is five Business Days after the date on which financial statements are required to zero upon the making of a mandatory prepayment be delivered pursuant to this Section 2.08(b)(i)6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company If Holdings or any of its Restricted Subsidiaries Disposes (including as a result of any casualty or condemnation) of any property (other than (A) any Disposition of any property permitted by any of Sections 7.05(a)-(i), (B) any Specified Disposition and (C) so long as the ABL Credit Agreement is in effect, any Disposition of ABL Priority Collateral, the proceeds of which are used to prepay the ABL Facility or cash collateralize undrawn letters of credit thereunder) which results in the realization by such Person of Net Cash Proceeds from the Specified SaleProceeds, the Company Borrower shall apply prepay an aggregate principal amount of Loans equal to the Applicable Prepayment Percentage 100% of such Net Cash Proceeds within five Business Days of receipt thereof by such Person (if any) such prepayments to prepay the Loans in the manner be applied as set forth in clause (v) below); provided that with respect to an aggregate amount of such Net Cash Proceeds not to exceed $10,000,000 received by Holdings and its Restricted Subsidiaries in any fiscal year under Dispositions described in this Section 2.08(b)(iv2.03(b)(ii). If , such Net Cash Proceeds shall not be required to be so applied or used to make mandatory prepayments of Loans and any required prepayment in respect of such Disposition shall be only the winning bid for amount in excess thereof; provided further that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, Holdings or such Restricted Subsidiary may reinvest all or any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes in operating assets so long as (A) within 360 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 360-day period, then such reinvestment shall have been consummated within 180 days after the date of entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied within five Business Days to the prepayment of the Loans as set forth in this Section 2.08(b)(ii2.03(b)(ii). (iii) Beginning with Upon the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later incurrence or issuance by Holdings or any of its Restricted Subsidiaries of any Indebtedness (other than six months after the end of such Excess Cash Flow Period Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”other than any Refinancing Term Loans or Refinancing Notes)), the Company Borrower shall apply prepay an aggregate principal amount of Loans equal to 50100% of Excess all Net Cash Flow above the Excess Cash Trigger Amount Proceeds received therefrom immediately upon receipt thereof by Holdings or such Restricted Subsidiary (such prepayments to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner be applied as set forth in Section 2.08(b)(ivclauses (iv) and (vi) below); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each Subject to clause (vi) below, each prepayment of principal Loans pursuant to this Section 2.08(bany of the foregoing Sections 2.03(b)(i) through (iii) shall be applied in the following order: (x) firstapplied, to the ratable prepayment Facility and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the First Lien Loans until all such Loans have been prepaid in fullFacility and, and second thereafter, to the ratable prepayment remaining principal repayment installments (including any installment on the Maturity Date) of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan Facility on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)pro rata basis. (v) The Agent shall give prompt notice of Notwithstanding anything to the contrary contained in Section 2.03(b)(i) through (iii), to the extent attributable to a Disposition by a Restricted Subsidiary that is a Foreign Subsidiary, or arising from Excess Cash Flow attributable to a Foreign Subsidiary, and in any such case a Restricted Payment or other distribution to the Borrower or Holdings is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.08(b2.03(b)(i) through (iii) shall be made if either of Holdings or any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which Holdings, in its reasonable judgment, deems to Lendersbe material. (vi) Notwithstanding any other provisions Prepayments of this Section 2.08(b)the Loans and, (A) if applicable, Refinancing Term Loans with respect only to any Asset Sale, IP License the proceeds of Refinancing Term Loans or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected Refinancing Notes shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)2.14. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. REGISTRATION (a) The Company will use its best efforts to file with the Securities and Exchange Commission (the "COMMISSION") and to cause to become effective no later than that date which is 270 days from the Final Closing(such day is referred to herein as the "EFFECTIVE DATE"), a registration statement (the "INITIAL REGISTRATION STATEMENT") under the Act for the offering and sale of the Restricted Registrable Securities, and, further, the Company shall use its best efforts to keep such Initial Registration Statement effective through the earliest of: (i) Subject in the expiration date of all respects the Warrants issued to the prepayment and cash collateralization requirements under the Revolving Credit AgreementHolders, and (ii) the exercise in full of all Warrants by the Holders, and (iii) the redemption of all Warrants issued to the extent actually applied Holders by the Company, but in any event, with respect to the Shares, until such time as the Shares are no longer deemed Restricted Registrable Securities hereunder (the period during which the Initial Registration Statement remains effective is hereinafter referred to as the "Initial Registration Period.") (b) The Company further agrees, if necessary, to supplement or make amendments to the Initial Registration Statement and any prospectus contained therein, if required by the Initial Registration Statement form utilized by the Company or by the instructions applicable to such registration form or by the Act or the rules and regulations thereunder, and the Company agrees to furnish copies of such Initial Registration Statement, prospectus, supplement or amendment as soon as practicable after its being used and/or filed with the Commission to the extent not applied security holders whose Restricted Registrable Securities are included in the Initial Registration Statement. (c) The Company will pay all Registration Expenses (as hereinafter defined) incurred in connection with the Company's registration obligations pursuant to this Section 2. (d) The Company agrees to take whatever actions are reasonably deemed necessary by First Equity Capital Securities, Inc. (the "PLACEMENT AGENT") in order to assist the Investors, First Equity, and their agents when selling securities of the Company in complying with Rule 15c6-1 of the Securities Exchange Act of 1934, as amended. (e) The Company will make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve months, commencing on the first day of the fiscal quarter next succeeding the effective date of each sale of any Restricted Registrable Securities pursuant to the Revolving Credit Initial Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act. (f) The Company and the Purchasers acknowledge and agree that the rights of First Equity Capital Securities, Inc. (the "PLACEMENT AGENT") and any other dealers or registered representatives thereof chosen by the Placement Agent with the approval of the Company that are members of the National Association of Securities Dealers, Inc. (each, a "SELECTED DEALER" and collectively, the "SELECTED DEALERS"), under Section 3 of that certain Dealer Registration Rights Agreement dated the date hereof by and between the Company and the Placement Agent (the "DEALER REGISTRATION RIGHTS AGREEMENT"), include the right of the Placement Agent and/or any Selected Dealer to have added to and made a part of the Initial Registration Statement the number of shares of Common Stock of the Company (including those shares included in the Dealer Warrants and underlying the "Series B Warrants" as such term is defined in the Dealer Registration Rights Agreement) requested in writing by the Placement Agent and/or the Selected Dealers. The Placement Agent and each Selected Dealer shall each be direct third party beneficiaries of this Section 2 and the rights arising therefrom, and may enforce the provisions of this Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by 2 directly against the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so longmanner permitted by applicable law, as applicable local law would prohibit such repatriation (if the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, Placement Agent and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)each Selected Dealer were signatories hereto. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject If at any time the Outstanding Amount exceeds the Borrowing Base as reflected in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied Borrowing Base Certificate most recently delivered pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi6.02(e), within three (3) 10 Business Days after day delivery of receipt such Borrowing Base Certificate, the Borrower shall either (x) make additional Intercompany Secured Loans to Subsidiary Guarantors, and the Subsidiary Guarantors shall pledge additional Loan Receivables to the Borrower as collateral, in an amount sufficient to increase the Borrowing Base to an amount not less than the Outstanding Amount or (y) permanently repay outstanding Loans (in any Series of Loans as directed by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply Borrower) in an aggregate amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv)excess. If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on a date other than the last day of an Interest Period or at its maturity, principal repaid together with any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof required pursuant to Section 9.04(c)3.05. (vi) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), Promptly following (A) the repayment of any Intercompany Secured Loan, if as a result of such repayment the Outstanding Amount exceeds the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.02(e) or (B) any time at which the Outstanding Amount exceeds the then outstanding aggregate amount of Intercompany Secured Loans plus Unrestricted Cash held by the Borrower (in an amount not to exceed $500,000,000) then, within 10 Business Days after such repayment the Borrower shall either (x) make additional Intercompany Secured Loans to Subsidiary Guarantors with respect only the proceeds of such repayment, and the Subsidiary Guarantors shall pledge additional Loan Receivables to any Asset Salethe Borrower as collateral, IP License in an amount sufficient to increase the Borrowing Base to an amount not less than the Outstanding Amount; or Casualty Event described in Section 2.08(b)(i), (y) to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is such proceeds are not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans utilized in accordance with Section 2.08(b)(iiithe foregoing clause (x), and permanently repay outstanding Loans (B) with respect only to in any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States Series of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, Loans as determined directed by the Company Borrower) in good faith, the proceeds so affected an aggregate amount equal to such excess. Any prepayment of a Eurodollar Rate Loan shall be disregarded for purposes of determining accompanied by all accrued and unpaid interest on the amount of principal repaid together with any mandatory prepayment additional amounts required pursuant to be made under Section 2.08(b3.05. Notwithstanding the foregoing, (x) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the each prepayment of Initial Loans pursuant to this Section 2.08 shall be available 2.03(b)(ii) that is made on or prior to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth first anniversary of the date Closing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding Lenders equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 1002.00% of the principal amount of such portion plus any accrued interest thereon on the date Initial Loans so prepaid and (y) each prepayment of redemption. No partial redemption or repurchase of the Initial Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)2.03(b)(ii) that is made on or prior to the second anniversary of the Closing Date but following the first anniversary of the Closing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Lenders equal to 1.00% of the principal amount of the Initial Loans so prepaid.

Mandatory. (i) Subject in all respects If the Aggregate Revolving Exposure outstanding exceeds the Revolving Commitment, the Borrowers will immediately prepay the Revolving Loans hereunder without any prepayment premium or penalty (but subject to the prepayment payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) and cash collateralization requirements under Cash Collateralize the Revolving Letter of Credit AgreementExposure, and in each case to the extent actually applied thereundernecessary to eliminate such excess. (ii) If the aggregate principal amount of outstanding Delayed Draw Term Loans exceed the aggregate Delayed Draw Term Loan Commitment, the Borrowers will immediately prepay the Delayed Draw Term Loans hereunder without any prepayment premium or penalty (but subject to the payment of all amounts for which the Borrowers are liable under Section 3.05 or similar costs) to the extent not applied pursuant necessary to eliminate such excess. (iii) On the Revolving Credit Agreement with respect fifth Business Day after the date of any Asset Sale by the Parent or any of its Subsidiaries, the Borrowers will prepay the Loans hereunder in an aggregate amount equal to Revolving Credit Facility Collateral, within three (3) Business Days 100% of the receipt amount of Net Cash Proceeds from such Asset Sale received by the Company Parent or any of its Subsidiaries on the date of such Asset Sale. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the Borrowers shall not be required to make any prepayment of the Loans under this Section 2.03(b)(iii) with respect to Net Cash Proceeds received by the Parent or any of its Subsidiaries from Asset Sales to the extent that, on or Casualty Events (other than prior to the Specified Sale) when aggregated with all date such Net Cash Proceeds received prior would otherwise be required to be so applied the Parent notifies the Administrative Agent that time such Net Cash Proceeds are to be reinvested in assets used or usable in the business of the Parent or any of its Subsidiaries within 180 days of each such Asset Sale, and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all if such Net Cash Proceeds to be reinvested are not in fact reinvested within 180 days after receipt thereof, then such proceeds shall be due and payable, and, in each case, applied to the prepayment of Loans as provided in this clause (iii) at the expiration of such 180-day period); provided that the amount of such Net Cash Proceeds not applied to prepayment of the Loans because of this sentence shall not exceed $1,000,000 over the term of this Agreement. (iv) On the fifth Business Day after any incurrence of Indebtedness by the Parent or any of its Subsidiaries (other than Indebtedness expressly permitted pursuant to Section 7.03), the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 100% of the manner set forth in Section 2.08(b)(iv). After such application, amount of the Net Cash Proceeds shall reset to zero upon from such incurrence of Indebtedness received by the making Parent or any of a mandatory prepayment pursuant to this Section 2.08(b)(i)its Subsidiaries. (iiv) Subject On the fifth Business Day after the closing of any offering or sale of Equity Interests by or any capital contribution to Section 2.08(b)(vithe Parent (other than any Excluded Contribution), within three the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 50% (3or, in the case of Net Cash Proceeds constituting a Cure Amount, 100%) of the Net Cash Proceeds from such offering or sale of Equity Interests. (vi) On the tenth Business Days Day after day of the receipt by the Company Administrative Agent or the Parent or any of its Subsidiaries of the proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of any Casualty Event affecting any property or assets of the Parent or any of its Subsidiaries, the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds from the Specified Salesuch Casualty Event, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment the Borrowers shall not be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable make any prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A2.03(b)(vi) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary Borrower or (2) impose material adverse tax or legal consequences on the Company and any of its Subsidiaries from Casualty Events to the extent if, at the time proceeds of insurance, condemnation award or other compensation (other than business interruption insurance proceeds) in respect of such Casualty Event are received, no Event of Default shall have occurred and be continuing, to the extent that, on or prior to the date such Net Cash Proceeds would otherwise be required to be so applied the Parent notifies the Administrative Agent that such Net Cash Proceeds from such Casualty Event are to be reinvested in the repair, restoration or replacement of the property affected by such Casualty Event or in other assets used or usable in the business of the Borrowers and their Subsidiaries within 180 days of the receipt of such proceeds, and if such Net Cash Proceeds were so repatriated, intended to be reinvested are not in each case fact reinvested then such proceeds shall be due and payable and applied to the prepayment of Loans as determined by provided in this clause (v) at the Company in good faith, the portion expiration of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv180-day period). (vii) Any Net Cash Proceeds not Not later than the fifth Business Day after the date on which the annual financial statements are required to be applied delivered for any fiscal year (beginning with the fiscal year ending June 30, 2015) pursuant to Section 6.01(a), if the Total Leverage Ratio is greater than or equal to 2.50:1.00 for the Test Period ending on the last day of such fiscal year, the Borrowers will prepay the Loans hereunder in an aggregate amount equal to 75% (or (A) if the Total Leverage Ratio is less than 2.50:1.00 but greater than or equal to 2.00:1.00 for the Test Period ending on the last day of such fiscal year, 50%, or (B) if the Total Leverage Ratio is less than 2.00:1.00 for such Test Period, 0%) of the Excess Cash Flow for such fiscal year minus the aggregate amount of voluntary prepayments of the Term Loans, and Delayed Draw Term Loans and, to the extent accompanied by a permanent reduction of the Revolving Commitments, Revolving Loans, during such fiscal year (but, in the case of Term Loans and, only to the extent that such voluntary prepayments were applied pro rata to remaining installments of the Term Loans or Delayed Draw Term Loans, as applicable); (viii) (A) Each prepayment of Loans pursuant to this Section 2.08 2.03(b) shall be available applied first to the Company Term Loans and its Subsidiaries any Delayed Draw Term Loans then outstanding (and applied pro rata to use for their general corporate purposes. (viii) If any the remaining installments thereof in inverse order of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”maturity), then to the Company outstanding Revolving Loans and lastly, to the Cash Collateralization of Letters of Credit, (B) each such prepayment shall be required to redeem for cash a portion of each such Loan then outstanding equal paid to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount Lenders in accordance with their respective Pro Rata Shares of such portion plus any accrued interest thereon on the date prepayment and (C) prepayments of redemption. No partial redemption or repurchase of the outstanding Revolving Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)result in a permanent reduction in the Revolving Commitments.

Mandatory. (i) Subject If at any time the aggregate outstanding Loans exceed the Borrowing Base as reflected in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied Borrowing Base Certificate most recently delivered pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi6.02(e), within three (3) 10 Business Days after day delivery of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Salesuch Borrowing Base Certificate, the Company Borrower shall apply either (x) make additional Intercompany Secured Loans to Subsidiary Guarantors, and the Subsidiary Guarantors shall pledge additional Loan Receivables to the Borrower as collateral, in an amount sufficient to increase the Borrowing Base to an amount not less than the amount of then outstanding Loans or (y) permanently repay outstanding Loans in an aggregate amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv)excess. If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on a date other than the last day of an Interest Period or at its maturity, principal repaid together with any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof required pursuant to Section 9.04(c)3.05. (vii) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), Promptly following (A) the repayment of any Intercompany Secured Loan, if as a result of such repayment the aggregate outstanding Loans exceed the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.02(e) or (B) any time at which the aggregate outstanding Loans exceed the then outstanding aggregate amount of Intercompany Secured Loans plus Unrestricted Cash held by the Borrower (in an amount not to exceed $250.0 million) then, within 10 Business Days after such repayment the Borrower shall either (x) make additional Intercompany Secured Loans to Subsidiary Guarantors with respect only the proceeds of such repayment, and the Subsidiary Guarantors shall pledge additional Loan Receivables to any Asset Salethe Borrower as collateral, IP License in an amount sufficient to increase the Borrowing Base to an amount not less than the amount of then outstanding Loans; or Casualty Event described in Section 2.08(b)(i), (y) to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is such proceeds are not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans utilized in accordance with Section 2.08(b)(iiithe foregoing clause (x), and (B) with respect only permanently repay outstanding Loans in an aggregate amount equal to any Excess Cash Flow such excess. Any prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected Eurodollar Rate Loan shall be disregarded for purposes of determining accompanied by all accrued and unpaid interest on the amount of principal repaid together with any mandatory prepayment additional amounts required pursuant to be made under Section 2.08(b) so long3.05. Notwithstanding the foregoing, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the each prepayment of Loans pursuant to this Section 2.08 shall be available 2.03(b)(ii) that is made on or prior to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth first anniversary of the date Closing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding Lenders equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 1001.00% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)so prepaid.

Mandatory. (i) Subject No later than the date that is five Business Days after each Quarterly Payment Date, the Borrowers shall cause to be offered to be prepaid in all respects accordance with clauses (b)(iv) and (viii) below, an aggregate principal amount of Term Loans equal to the Applicable Cash Percentage of Available Cash, if any, for such fiscal quarter minus the amount of all Permitted Deductions during such fiscal quarter or the amount of all Permitted Deductions reasonably expected (as determined by the Borrower Representative in good faith) during the following fiscal quarter (such amount, “Excess Cash Flow”); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) with such Excess Cash Flow (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a pro rata basis to the Term Loan and cash collateralization requirements under Other Applicable Indebtedness determined on the Revolving Credit Agreementbasis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that (A) the portion of such Excess Cash Flow allocated to Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly and (B) to the extent actually the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied thereunderto prepay the Term Loans in accordance with the terms hereof. (ii) If any Borrower or Subsidiary Guarantor receives Net Proceeds in excess of the Disposition Threshold from any Disposition pursuant to Section 7.05(g), the Borrowers shall offer to prepay (or cause to be offered to be prepaid) in accordance with clauses (b)(iv) and (viii) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by such Borrower or Subsidiary Guarantor of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Disposition, then the Borrowers may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If any Borrower or Subsidiary Guarantor incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not applied prohibited under Section 7.03 (excluding Indebtedness incurred pursuant to Section 7.03(r))), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(iv) below an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100.0%) of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by any Borrower or Subsidiary Guarantor of such Net Proceeds; provided that if at the time that any such prepayment would be required, any Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrowers may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to Other Applicable Indebtedness pursuant to the Revolving Credit Agreement terms thereof, the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(iii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iv) Except with respect to Revolving Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.03(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower Representative (provided that any prepayment of Term Loans with the Net Proceeds of Credit Facility CollateralAgreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term Loans, within each prepayment pursuant to clauses (i) through (iii) of this Section 2.03(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.05(a) as directed by the Borrower Representative (without premium or penalty except as expressly required by Section 2.03(a)(iii)); and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (v) The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.03(b) at least three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on (or such shorter time as the principal amounts prepaid and, in Administrative Agent may agree). Each such notice shall specify the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes prepayment and provide a reasonably detailed calculation of determining the amount of any mandatory such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower Representative’s prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, notice and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any Appropriate Lender’s Pro Rata Share of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)prepayment.

Mandatory. (i) Subject (A) If (1) any Restricted Company consummates a Prepayment Asset Sale or (2) any Casualty Event occurs, which in all respects to the prepayment and cash collateralization requirements under aggregate results in the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the realization or receipt by the any Restricted Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries excess of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage greater of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion $20,000,000 and 15.5% of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash Consolidated EBITDA as of the last day of the applicable Excess Cash Flow most recently ended Test Period exceeds $800,000,000 (the “Excess Cash Trigger AmountDe Minimis Proceeds Threshold”)) in any Fiscal Year, the Company Borrower shall apply cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in an amount equal to 50% Required Net Proceed Percentage of Excess all Net Cash Flow above Proceeds received in excess of the Excess Cash Trigger Amount to prepay De Minimis Proceeds Threshold (collectively, the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv“Subject Proceeds”); provided provided, that no such prepayment shall be required pursuant to this Section 2.08(iii2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the extent that such prepayment would cause (a) Worldwide Cash Administrative Agent of its intention to be less than the Excess Cash Trigger Amount reinvest all or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date a portion of such prepayment on the principal amounts prepaid and, Subject Proceeds in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to accordance with Section 9.04(c2.06(b)(i)(B). (vA) The Agent shall give prompt notice of With respect to any prepayment Subject Proceeds realized or received with respect to any Prepayment Asset Sale or any Casualty Event required under this to be applied in ▇▇▇▇:\98106221\28\78831.0005 accordance with Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b2.06(b)(i)(A), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Subject Proceeds in the business of the Restricted Companies within (Ax) with respect only 15 months following receipt of such Subject Proceeds or (y) if the Borrower enters into a contract to any Asset Salereinvest such Subject Proceeds within such 15-month period following receipt thereof, IP License or Casualty Event described in Section 2.08(b)(i)21 months following receipt of such Net Cash Proceeds; provided, to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of if any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required are no longer intended to be made under this Section 2.08(b) so long, but only for reinvested at any time after delivery of a notice of reinvestment election or are not so longreinvested during such 15-month period or 21-month period, as applicable local law would prohibit such repatriation (the Company hereby agreeing applicable, an amount equal to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under shall within ten Business Days be applied to the applicable local law and/or prepayment of the Term Loans as set forth in this Section 2.06. (B) [Reserved]. (C) If, at the time that any such material adverse tax consequences prepayment would no longer exist be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or prepayment any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds that is required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.06(b)(i) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business Days thereafterafter the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof and any other relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (D)); it being understood and whether agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (2) above, the Borrower shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness. (ii) If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds Proceeds. (iii) Within ten Business Days after financial statements have been or are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under delivered pursuant to Section 2.08(b6.01(a) so long, but only for so long, as applicable local law would prohibit such repatriation (and the Company hereby agreeing to promptly take related Compliance Certificate has been or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not is required to be applied to the prepayment of Loans delivered pursuant to this Section 2.08 shall be available to 6.02(a), commencing with the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) first full Fiscal Year ending after the fifth anniversary of Closing Date, the date of Borrower shall cause the Existing DIP Term Loan Agreement Subject Loans to be prepaid in an aggregate principal amount (each, an the “AHYDO Redemption DateECF Prepayment Amount”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay or repay all respects outstanding Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans and cash collateralization requirements under the Revolving Credit AgreementSwing Line Loans, and to the Total Outstandings exceed the Aggregate Commitments then in effect. (ii) To the extent actually applied thereunder, to that the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries aggregate amount of Net Cash Proceeds from of Asset Sales or and Net Cash Proceeds of Casualty Events received by all Loan Parties and Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Parent Guarantor as of the end of the most recently ended fiscal year, the Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize outstanding Letters of Credit in accordance with Section 2.05(b)(iv). (iii) In the event that the Parent Guarantor, the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the Specified Saleissuance of Indebtedness permitted pursuant to Section 7.01) when aggregated with all the Borrower shall within three Business Day following the receipt of such Net Cash Proceeds received prior to that time and not otherwise applied is by the Parent Guarantor, the Borrower or such Restricted Subsidiary, apply an amount equal to or greater than Proceeds Amount, the Company shall apply all 100% of such Net Cash Proceeds to prepay the outstanding Loans and/or Cash Collateralize outstanding Letters of Credit in the manner set forth in accordance with Section 2.08(b)(iv2.05(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to Mandatory prepayments under this Section 2.08(b2.05(b) shall be applied in the following order: (x) first, to the ratable prepayment outstanding Loans and, second, to Cash Collateralize outstanding Letters of Credit on a pro rata basis, in each case, with no corresponding permanent reduction of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)Commitments. (v) The Agent shall give prompt notice Prepayments of any prepayment required Loans under this Section 2.08(b) 2.05 shall be subject to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b)3.05, (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)and, to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that interest is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this paid pursuant to Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated2.08(c), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining accompanied by accrued and unpaid interest on the principal amount of any mandatory prepayment required to be made under Section 2.08(b) so long, prepaid to but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of excluding the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)payment.

Mandatory. (i) Subject If any Dispositions or Events of Loss with respect to any Property that includes any Pre-Petition BMO Primary Collateral, Pre-Petition CoBank Primary Collateral or Collateral (in an amount in excess of $1,000,000 in the aggregate) occur prior to the Termination Date and outside the ordinary course of business (no such Disposition to occur without Bankruptcy Court approval and with the Lenders reserving all respects rights, if any, to object to any such Disposition), 100% of the Net Proceeds thereof in excess of $1,000,000 (or any greater amount that is a whole multiple of $250,000) in the aggregate (the “Prepayment Amount”) shall be applied as follows: (A) First, to the costs, fees and expenses of the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, including those previously employed or retained by the DIP Agent and the Lenders); (B) Second, to interest and fees then due and then to the prepayment of all outstanding Loans and cash collateralization requirements under unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the Revolving Credit Agreement, and to the extent actually applied thereunderDIP Commitments resulting from such prepayments); (C) Third, to be held by the extent not DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of Credit in an amount equal to 105% of the amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof (but without any reduction in the Revolving Credit Agreement with respect DIP Commitments resulting from such prepayments); and (D) Fourth, as the Financing Order shall provide if then in effect and otherwise as shall be determined by the Bankruptcy Court. Any such proceeds of sale designated to Revolving Credit Facility Collateral, within three (3) Business Days pay such taxes and costs of sale which are not required to be disbursed at the closing of such sale shall be held in escrow by the DIP Agent and shall be subject to the Lien of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds AmountDIP Agent, the Company shall apply Lenders, the Pre-Petition BMO Agent, the Pre-Petition BMO Lenders, the Pre-Petition CoBank Agent and the Pre-Petition CoBank Lenders until applied to pay such taxes and costs of sale and the amount of all such Net Cash Proceeds obligations secured by Permitted Liens that are senior to prepay the Loans DIP Agent’s in the manner set forth in Section 2.08(b)(iv). After such application, Collateral and the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Replacement Liens. (ii) Subject Prior to the Termination Date, all Available Unrestricted Cash (including without limitation all Available Unrestricted Cash consisting of proceeds of the inventory and proceeds of the accounts receivable of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower’s and the Guarantors’ businesses) determined as of 12:00 noon, Chicago time, on any Business Day (other than amounts subject to Section 2.08(b)(vi)1.8(b)(i) hereof) in excess of $15,000,000 shall be deposited in the Collection Accounts referred to in Section 4.3 hereof and applied daily as follows: (A) First, within three to the costs, fees and expenses of the DIP Agent and the Lenders (3) Business Days after day including without limitation the reasonable fees and expenses of receipt their counsel and other professionals, including those previously employed or retained by the Company or DIP Agent and the Lenders) that are then due and payable; (B) Second, to interest and fees then due and payable and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the DIP Commitments resulting from such prepayments); and (C) Third, to be held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply Credit in an amount equal to the Applicable Prepayment Percentage 105% of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of all such credit bid shall be deemed Letters of Credit) until released or applied pursuant to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)4.4 hereof. (iii) Beginning with The Borrower shall, on each date the Excess Cash Flow Period ending on December 31DIP Commitments are reduced pursuant to Section 1.11 hereof, 2014prepay the DIP Loans, Swing Loans, and, if necessary, prefund the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed L/C Obligations by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and necessary to reduce the calculation thereof in reasonable detail. If the Worldwide Cash as sum of the last day aggregate principal amount of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)DIP Loans, the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) Swing Loans, and L/C Obligations then outstanding to the extent that such prepayment would cause (a) Worldwide Cash amount to be less than which the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000DIP Commitments have been so reduced. (iv) Each prepayment If at any time the sum of the unpaid principal pursuant to this Section 2.08(b) balance of the DIP Loans, Swing Loans, and the L/C Obligations then outstanding shall be in excess of the lesser of the DIP Commitments then in effect and the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the DIP Agent for the account of the Lenders as and for a mandatory prepayment on such Post-Petition Obligations, with each such prepayment first to be applied to the DIP Loans and Swing Loans until paid in full with any remaining balance to be held by the DIP Agent in the following order: (x) first, to Cash Collateral Account as security for the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first Post-Petition Obligations owing with respect to outstanding Base Rate Loans Letters of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)Credit. (v) The Agent shall give prompt notice Each prepayment of any prepayment required Loans under this Section 2.08(b1.8(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined shall be made by the Company in good faith, payment of the portion principal amount to be prepaid. Each prefunding of such Net Cash Proceeds so affected L/C Obligations shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)4.4 hereof. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to In the prepayment and cash collateralization requirements under the event of any termination of any Tranche of Revolving Credit AgreementCommitments, and to the extent actually applied thereunderBorrowers shall, to on the extent not applied pursuant to the date of such termination, repay or prepay all outstanding Revolving Credit Agreement Loans of such Tranche and replace all outstanding Letters of Credit and/or Cash Collateralize the L/C Obligations in a cash collateral account established with respect to Revolving Credit Facility Collateral, within three (3) Business Days the Collateral Agent for the benefit of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans Secured Parties in the manner set forth described in Section 2.08(b)(iv2.03(g). After If for any reason the Outstanding Amount of Revolving Credit Loans of any Tranche of Revolving Credit Commitments at any time exceeds the amount of Revolving Credit Commitments of such applicationTranche then in effect, the Net Borrowers shall immediately prepay all outstanding Revolving Credit Loans of such Tranche and/or Cash Proceeds Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall reset not be required to zero upon Cash Collateralize the making of a mandatory prepayment L/C Obligations pursuant to this Section 2.08(b)(i)2.05(b)(i) unless, after the prepayment in full of the Revolving Credit Loans of the applicable Tranche, the Total Outstandings exceeds the Total Revolving Credit Commitments then in effect. Mandatory prepayments of any Tranche of Revolving Credit Loans shall be made on a pro rata basis among the outstanding Revolving Credit Loans of such Tranche. (ii) Subject to Section 2.08(b)(vi)Not later than the fifth Business Day following the completion of any Asset Sale or Permitted Sale Leaseback Transaction and/or not later than the tenth Business Day following the occurrence of any Recovery Event and, within three (3) Business Days after day in each case, the receipt of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Saleresulting therefrom by any Loan Party or any Restricted Subsidiary, the Company ESI shall apply an amount equal to the Applicable Required Prepayment Percentage of such Net Cash Proceeds (if any) received with respect thereto to prepay outstanding Term Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi) provided that such prepayment shall only be required under this clause (ii) if the Loans net amount required to be prepaid in any fiscal year is greater than or equal to $25,000,000. For the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion avoidance of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement)doubt, the amount of such credit bid no prepayments shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)required in connection with the Arysta Sale at any time before or after the Closing Date. (iii) Beginning In the event that any Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness of any Borrower or any Restricted Subsidiary, in each case, that is not permitted pursuant to Section 8.02, the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Borrower or such Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi). (iv) Commencing with the Excess Cash Flow Period fiscal year ending on December 31, 20142019, no later than 90 days after the end of each fiscal year of ESI, the Company Borrowers shall calculate prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi), in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less the aggregate amount of all Voluntary Prepayments during such Excess Cash Flow Period no later fiscal year; provided that such prepayment shall only be required under this clause (iv) if the net amount required to be prepaid in any fiscal year is greater than six months after or equal to $25,000,000. (v) ESI shall deliver to the end Administrative Agent, at the time of such Excess Cash Flow Period each prepayment required under this Section 2.05(b), (such date, the “Excess Cash Flow Calculation Date”i) and deliver a certificate signed by a Responsible Officer of the Borrowers setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and in reasonable detail the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day amount of such prepayment and (ii) to the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”extent practicable, at least three Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(i) and at least ten Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(ii), (iii) or (iv) (and, in each case, the Company Administrative Agent shall apply an amount equal to 50% promptly notify each Lender). Each notice of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required substantially in the form of Exhibit I and shall specify the prepayment date, the Class, Tranche and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings pursuant to this Section 2.08(iii2.05 shall be subject to Section 3.05, but shall otherwise be without premium or penalty. (vi) Mandatory prepayments under Sections 2.05(b)(ii), (iii) and (iv) shall be applied: first, to prepay outstanding Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent that thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Term Loans so prepaid), subject to the provisions of sub-paragraph (viii) below and any re-offer described therein; second, at any time when there shall be no Term Loans outstanding, to prepay outstanding Revolving Credit Loans on a pro rata basis among the relevant Tranches of Revolving Credit Loans to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Revolving Credit Loans so prepaid), with no corresponding reduction of the Revolving Credit Commitments; and third, at any time when there shall be no Term Loans outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to 103% of the aggregate undrawn face amount of all such prepayment would cause (aLetters of Credit) Worldwide Cash as described in Section 2.03(g), with no corresponding reduction of the Revolving Credit Commitments; with any remaining amounts being retained by the Borrowers to be less than used in accordance with the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000provisions of this Agreement. (ivvii) Each Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.07. Such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans, RFR Loans, EURIBO Rate Loans or Term SOFR Loans; provided that if no Lenders decline a given mandatory prepayment of principal pursuant the Term Loans as described below, then, with respect to this Section 2.08(b) such mandatory prepayment, the amount of such mandatory prepayment shall be applied in the following order: (x) first, to the ratable prepayment case of the First Lien Loans until all applicable principal amount of such Loans have been prepaid in full, and second to the ratable prepayment Tranche of the Junior Term Loans until all such Loans have been prepaid in full and (y) being so prepaid, first to outstanding Term Loans that are Base Rate Loans of each applicable Class up to the full extent thereof before application to Term Loans that are EURIBO Rate Loans, Term SOFR Loans or RFR Loans in a manner that minimizes the amount thereof, and second of any payments required to outstanding Eurodollar Rate Loans of each applicable Class up to be made by the full amount thereof. Each prepayment made Borrowers pursuant to this Section 2.08(b) 3.05. For the avoidance of doubt, the 2023 Incremental Tranche A Term Loans shall be made together participate in such mandatory prepayments on a pro rata basis with any interest accrued to the date of such prepayment Tranche B-1 Term Loans (based on the principal amounts prepaid andamount of 2023 Incremental Tranche A Term Loans and the Tranche B-1 Term Loans outstanding on such date of prepayment). Notwithstanding anything herein to the contrary, in any Term Loan Lender may elect, by notice to the case Administrative Agent by facsimile at least eight Business Days prior to the applicable prepayment date, to decline all of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof Term Loans pursuant to Section 9.04(c2.05(b)(ii). , (viii) The Agent or (iv), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall give prompt notice of any prepayment required under this Section 2.08(bbe retained by the Borrowers (such retained amounts, the “Retained Declined Proceeds”) to Lenders. (vi) Notwithstanding any other be used in accordance with the provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)Agreement. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject Within five Business Days after the date the Borrower is required to deliver financial statements pursuant to Section 5.03(b) (commencing with the Fiscal Year ended January 31, 2009), the Borrower shall prepay Advances in all respects an amount equal to the prepayment and cash collateralization requirements under amount by which (A) the Revolving Credit AgreementPrepayment Percentage of Excess Cash Flow, and to if any, for the extent actually applied thereunder, to Fiscal Year covered by such financial statements exceeds (B) the extent not applied aggregate amount of all voluntary prepayments made during such fiscal year pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i2.04(a). (ii) Subject to Section 2.08(b)(vi)The Borrower shall, within three (3) not later than five Business Days after day receipt of receipt any Net Cash Proceeds by the Company any Loan Party or any of its Subsidiaries (if not reinvested in accordance with the definition of Net Cash Proceeds) prepay an aggregate principal amount of the Net Cash Proceeds from Advances comprising part of the Specified Sale, the Company shall apply same Borrowings in an amount equal to the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Proceeds. (iii) Beginning with Each prepayment of Advances pursuant to clause (i) or (ii) of this Section 2.04(b) shall be applied in direct order to the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as remaining principal repayment installments of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date Facility until all such installments are paid in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000full. (iv) Each prepayment of principal pursuant to All prepayments under this Section 2.08(b) shall be applied in the following order: subsection (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(bb) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amount prepaid, and subject to Section 2.04(v) below, together with any amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof owing pursuant to Section 9.04(c). (v) The Agent shall give prompt notice In lieu of making any prepayment pursuant to this subsection (b) in respect of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any Eurodollar Rate Advance other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences than on the Company last day of the Interest Period therefor, so long as no Event of Default shall have occurred and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faithbe continuing, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of any mandatory prepayment required the Eurodollar Rate Advance to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit prepaid and such repatriation (Eurodollar Rate Advance shall be repaid on the Company hereby agreeing to promptly take or to cause last day of the applicable Subsidiary to promptly take (as Interest Period therefor in the case may be) all actions required amount. Such deposit shall be held by the applicable local law Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to permit such repatriation) or impose such material adverse tax consequencesthe Administrative Agent, and earning interest at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any then-customary rate for accounts of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)type. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three Within five (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (35) Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal related Compliance Certificate has been delivered pursuant to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof Term Loans in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above Flow, if any, for the Excess Cash Trigger Amount fiscal year covered by such financial statements (commencing with the fiscal year ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that (A) if the Borrower is unable to prepay all or any portion (a "shortfall amount") of the principal amount of the Term Loans no later than 45 days following required by this Section 2.05(b)(i) with respect to the Excess Cash Flow Calculation Date for any fiscal year solely because no funds are available to the Borrower to make such prepayment (such availability to be determined after giving effect to funds held by, or available to, Restricted Subsidiaries that may be remitted after receipt of all necessary regulatory approvals, directly or indirectly, to the Borrower but not taking into account any Indebtedness that may be incurred by any Restricted Subsidiaries) other than funds held by any Regulated Subsidiary which funds may not be remitted to an Unregulated Person, whether pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur, then the Borrower shall not be required to make the portion of such prepayment equal to the shortfall amount until the date on which any Regulated Subsidiary is able to remit such funds to an Unregulated Person without causing a Mandatory Prepayment Net Capital Deficiency and (B) such percentage shall be reduced to (1) 25% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 4.0:1 and (2) 0% if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.0:1. (ii) (A) If (x) Holdings, the Borrower or any of its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (1) permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) , (▇), (▇), (▇) or (n) or (2) consummated by any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), or (y) any Casualty Event (other than any Casualty Event with respect to any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), which, in either case, in the manner set forth aggregate results in Section 2.08(b)(iv)the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, in excess of $1,000,000 in any fiscal year, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.08(iii2.05(b)(ii)(A) if, on or prior to such date, the Borrower shall have given written notice to the extent that such prepayment would cause (a) Worldwide Cash Administrative Agent of its intention to be less than the Excess Cash Trigger Amount reinvest all or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and 2.05(b)(ii)(B) (B) with respect which election may only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriationif no Event of Default has occurred and is then continuing), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).;

Mandatory. (i) Subject [Reserved]. (ii) If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company Borrower or any Restricted Subsidiary of its Subsidiaries of any Net Cash Proceeds (a “Relevant Transaction”), then, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower or such Restricted Subsidiary. Any amounts mandatorily applied to prepay Senior Obligations in accordance with the provisions of the Senior Loan Documents related to mandatory prepayments from Asset Sales or Casualty Events (other than each as defined in the Specified SaleSenior Credit Agreement) when aggregated with shall reduce the Borrower’s obligation to prepay Term Loans under this Section 2.05(b)(ii) on a dollar-for-dollar basis. (iii) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds received prior to that time and not otherwise therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. Any amounts mandatorily applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay Senior Obligations in accordance with the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries provisions of the Net Cash Proceeds Senior Loan Documents related to mandatory prepayments from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans Indebtedness (as defined in the Existing DIP Senior Credit Agreement) shall reduce the Borrower’s obligation to prepay Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of Loans under this Section 2.08(b)(ii). (iii2.05(b)(iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000dollar-for-dollar basis. (iv) Each [Reserved]. (v) [Reserved]. (vi) Subject to Section 2.17, each prepayment of principal Term Loans pursuant to this Section 2.08(b2.05(b) shall be applied at any time which an Event of Default has not occurred and is continuing to prepay any outstanding Term Loan Tranche on a pro rata basis. Amounts to be applied to a Term Loan Tranche in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment connection with prepayments made pursuant to this Section 2.08(b2.05(b) shall be made together with any interest accrued applied to the date remaining scheduled installments with respect to such Term Loan Tranche in direct order of such prepayment maturity. All prepayments under this Section 2.05 that are to be applied to Term Loans shall be applied on a pro rata basis between the Initial Term Loans based on the then outstanding principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)balances thereof. (vvii) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders[Reserved]. (viviii) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)2.05, to the extent that applicable law would effectively (1) prohibit any or delay all of the repatriation to the United States of America of any Net Cash Proceeds received of any Asset Sale by any a Foreign Subsidiary that is not (a U.S. Subsidiary “Foreign Disposition”) or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriatedof any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), in each case as determined giving rise to a prepayment event pursuant to Section 2.05(b)(ii) are or is prohibited or restricted by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any direct or officers of such Subsidiaries) from being repatriated to the Company in good faithBorrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds so affected shall will not be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under applied to repay Term Loans at the times provided in this Section 2.08(b) so long, 2.05 but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required be retained by the applicable local law to permit such repatriationForeign Subsidiary. (ix) or impose such material adverse tax consequences, and at such time as such repatriation Notwithstanding any other provisions of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with this Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii)2.05, to the extent that applicable law would effectively prohibit or delay the Borrower has determined in good faith that repatriation to the United States of America of any proceeds received by or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), giving rise to a prepayment event pursuant to Section 2.05(b)(i) would have an adverse tax cost consequence on any direct or indirect parent of the Borrower, the Borrower or any Subsidiary that is not a U.S. Subsidiary (taking into account any foreign tax credit or result benefit actually realized in material adverse tax consequences, as determined by the Company in good faithconnection with such repatriation) with respect to such Net Cash Proceeds, the proceeds Net Cash Proceeds so affected shall may be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required retained by the applicable local law to permit such repatriation), Foreign Subsidiary and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and no prepayment obligation in any event within three Business Days thereafter) (and whether or not any respect of such proceeds are actually repatriated), the Company amounts shall prepay the Loans in accordance with be required under this Section 2.08(b)(iv2.05(b). (viix) Any Net Cash Proceeds The Borrower shall not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem monitor any Payment Block and/or reserve cash for cash a portion of each such Loan then outstanding equal to future repatriation after the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for Borrower has notified the portion of each Loan thus redeemed shall be 100% Administrative Agent of the principal amount existence of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Payment Block.

Mandatory. (i) Subject [Reserved.] (ii) Other than in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and connection with a Cost-Cutting Transaction (solely to the extent actually applied thereunder, the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent not applied such proceeds are used as and when contemplated thereby), if any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds from “Recoveries” (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Revolving Credit Agreement with respect Borrower shall prepay an aggregate principal amount of Term Loans equal to Revolving Credit Facility Collateral, 100% of such Net Cash Proceeds within three five (35) Business Days of the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be continuing, with respect to any prepayment of Term Loans required to be made pursuant to the Company preceding clause (x) above in this Section 2.05(b)(ii), subject to the consent of the Required Lenders (in their sole discretion), if such prepayment would result in the prepayment of one or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (more Eurodollar Rate Loans on a day other than the Specified Salelast day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable Eurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) when aggregated with days, provided further that, upon the occurrence of an Event of Default or the Termination Date during any such deferral period, the Borrower shall immediately prepay Term Loans in the amount of all such Net Cash Proceeds received prior by the Borrower and other amounts, as applicable, that are required to that time be applied to prepay Loans under this Section 2.05(b)(ii) (without giving effect to this clause (A)) but which have not previously been so applied) and not otherwise applied is equal (B) with respect to or greater than Proceeds Amount, the Company shall apply all such any Net Cash Proceeds of (1) any property constituting an Asset Sale otherwise required to prepay the Loans be applied under preceding clause (x) above in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi2.05(b)(ii), within three or (32) Business Days after day casualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), then in each case, subject to the prior written consent of receipt by the Company Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage portion of such Net Cash Proceeds in operating assets on terms and conditions reasonably agreed to by the Required Lenders; and provided further, however, that any Net Cash Proceeds of, as applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested shall be promptly applied if any) an Event of Default has occurred and is continuing to prepay the prepayment of the Term Loans in the manner as set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii2.05(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amountSubject to Section 2.05(c), if anyapplicable, each prepayment of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Term Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to the foregoing provisions of this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b2.05(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, outstanding NM Term Loans; and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i)second, to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)outstanding Roll-up Loans. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three Within five (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (35) Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) (commencing with the Company or any of its Subsidiaries of fiscal year ended January 31, 2020) and the Net Cash Proceeds from the Specified Salerelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Company shall apply Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable Prepayment ECF Percentage of such Net Excess Cash Proceeds (Flow, if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid , for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending then ended minus (B) the sum of all voluntary prepayments of Term Loans, Incremental Equivalent Debt and Refinancing Equivalent Debt (in each case that is secured by the Collateral on December 31a pari passu basis, 2014and pari passu in right of payment, with the Company shall calculate Excess Cash Flow for Obligations under Term Loans), during such Excess Cash Flow Period no later than six months or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) to the discounted amount actually paid in respect of the principal amount of such dateTerm Loans (as opposed to the face amount so prepaid)) and (2) all voluntary prepayments of Revolving Loans during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due, to the extent the “Commitments” (as defined under the Revolving Credit Agreement) are permanently reduced by the amount of such payments and, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are funded with Internally Generated Cash (the difference of (A) minus (B), the “Excess Cash Flow Calculation DateECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, Holdings (or any Restricted Subsidiary of Holdings) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under any Class of Term Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Class of Term Loans and deliver a certificate signed by a Responsible Officer setting forth Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of Excess Cash Flow for such Excess Cash Flow Period ECF Prepayment Amount shall be allocated to the applicable Class of Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the calculation thereof in reasonable detail. If the Worldwide Cash as amount of prepayment of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Term Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be would have otherwise been required pursuant to this Section 2.08(iii2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the applicable Class of Term Loans in accordance with the terms hereof; provided, further, that no prepayment of Term Loans pursuant to this Section 2.05(b)(i) shall be required with respect to any Excess Cash Flow Period unless and to the extent that the ECF Prepayment Amount is at least $25,000,000 for such prepayment would cause period. (A) If Holdings or any Restricted Subsidiary Disposes of any property or assets (other than (X) any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (s), (u), (v) or (w)) or (Y) so long as the Revolving Credit Agreement is in effect, any Disposition of Revolving Priority Collateral) which results in the realization or receipt by Holdings or such Restricted Subsidiary of Net Proceeds, the Borrower shall make an offer (each such offer, an “Asset Sale Offer”) (I) to Lenders to prepay their Loans in accordance with their respective Pro Rata Share of each Class of Term Loans or (II) to purchase, prepay or permanently reduce Other Applicable Indebtedness (provided that the Borrower may only exercise its option to reduce obligations under any Other Applicable Indebtedness if, concurrently therewith, the Borrower exercises its option to, equally and ratably, reduce the amount of Indebtedness outstanding under this Agreement by (X) prepaying Loans in accordance with clause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount of this Section 2.05 or (bY) U.S. Minimum Liquidity making an offer (in accordance with the procedures set forth in clause (B) below) to be less than $100,000,000. (iv) Each prepayment all Classes of principal pursuant Lenders to this Section 2.08(b) shall be applied in prepay the following order: (x) first, to the ratable prepayment relevant portion of their Loans at 100% of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full principal amount thereof, plus accrued and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any unpaid interest accrued to the date of such prepayment on the principal amounts prepaid amount of Loans to be prepaid, in accordance with each such Lender’s Pro Rata Share), in an aggregate principal amount of Loans equal to 100% of all such Net Proceeds realized or received; provided that such percentage shall be reduced to (A) 50% if the Secured Net Leverage Ratio is equal to or less than 3.25 to 1.00, and (B) 0% if the Secured Net Leverage Ratio is equal to or less than 2.75 to 1.00; provided, further, that at the time that any such offer to prepay would be required, Holdings (or any Restricted Subsidiary) shall permanently retire such Indebtedness and, in the case of any prepayment of a Eurodollar Rate Loan on a date obligations under revolving credit facilities or other than the last day of an Interest Period or at its maturitysimilar Indebtedness, any additional amounts which the Company shall be obligated to reimburse to the Lenders in correspondingly permanently reduce commitments with respect thereof pursuant to Section 9.04(c)thereto. (vB) The Agent Upon the commencement of an Asset Sale Offer, the Borrower shall give prompt send a written notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that Administrative Agent, which notice shall govern the terms of the Asset Sale Offer. The notice shall contain all instructions and materials necessary to enable each Lender to accept the Asset Sale Offer. Any Asset Sale Offer shall be made on a pro rata basis to all applicable law would effectively Classes of Lenders (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences based on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by then outstanding principal amounts of the Company in good faith, respective Classes of the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(bLoans) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay Pro Rata Shares of the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected Lenders. Such notice shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv).state: (viia) Any Net Cash Proceeds not required to be applied to that the prepayment of Loans Asset Sale Offer is being made pursuant to this Section 2.08 2.05(b)(ii) and that all Loans of Lenders properly accepting such offer (and not withdrawn) shall be available prepaid; (b) the date on which Loans of Lenders properly accepting such offer (and not withdrawn) shall be prepaid, which date shall be at least 30 days and no later than 60 days from the date such notice is delivered to the Company and its Subsidiaries to use for their general corporate purposes. Administrative Agent (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Asset Sale Payment Date”); (c) that any Loan as to which such offer is not properly accepted shall continue to accrue interest; (d) that, unless the Company Borrower defaults in making payment therefor, any Loan accepted for prepayment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Payment Date; (e) that any Lender electing to accept an Asset Sale Offer shall be required to redeem for cash notify the Administrative Agent at least three (3) Business Days before the Asset Sale Payment Date; (f) that ▇▇▇▇▇▇▇ shall be entitled to withdraw their election to accept an Asset Sale Offer if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Asset Sale Payment Date, a portion written notice setting forth the name of each the Lender, the aggregate principal amount of its Loans to be prepaid and a statement that such Loan then outstanding ▇▇▇▇▇▇ is withdrawing its election to have such Loans prepaid; (g) that, if the aggregate principal amount of Loans as to which the Asset Sale Offer is properly accepted (and not withdrawn) exceeds the Net Proceeds allocable to the Loans as part of such Asset Sale Offer, the Administrative Agent shall select the Loans to be prepaid on a pro rata basis; and (h) that Lenders whose Loans are prepaid only in part shall be issued a new Note, if requested by such Lender, in an aggregate principal amount equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the unpurchased portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)prepaid.

Mandatory. (iA) Subject in all respects On the date of the Term Loan A Borrowing, after giving effect to such Term Loan A Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan A Advances, the aggregate Term Loan A Commitments of the Term Loan A Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the prepayment and cash collateralization requirements under amount by which the Revolving Credit Agreementaggregate Term Loan A Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan A Advances then outstanding; provided, however, that the Term Loan A Commitments shall terminate, and all Term Loan A Advances made thereunder shall be repaid in full, no later than the Term Loan A Termination Date. (B) On the date of the Term Loan B Borrowing, after giving effect to such Term Loan B Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan B Advances, the aggregate Term Loan B Commitments of the Term Loan B Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the extent actually applied thereunderamount by which the aggregate Term Loan B Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan B Advances then outstanding; provided, however, that the Term Loan B Commitments shall terminate, and all Term Loan B Advances made thereunder shall be repaid in full, no later than the Term Loan B Termination Date. (C) On the date of the Term Loan C Borrowing, after giving effect to such Term Loan C Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan C Advances, the aggregate Term Loan C Commitments of the Term Loan C Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the extent not applied pursuant amount by which the aggregate Term Loan C Commitments immediately prior to such reduction exceed the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days aggregate unpaid principal amount of the receipt by Term Loan C Advances then outstanding; provided, however, that the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other Term Loan C Commitments shall terminate, and all Term Loan C Advances made thereunder shall be repaid in full, no later than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Term Loan C Termination Date. (ii) Subject On and after the date that all Term Loan Advances shall have been repaid in full, the Revolving Credit Facility shall be automatically and permanently reduced on each date on which prepayment thereof is required to be made pursuant to Section 2.08(b)(vi2.06(b)(i), within three (3ii), (iii), (iv) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply (v) in an amount equal to the Applicable Prepayment Percentage applicable Reduction Amount, provided that each such reduction of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid Revolving Credit Facility shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments." (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or Section 2.06 (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, Prepayments and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1Repayments) of the Code, at Credit Agreement is hereby amended by deleting subsection (c) thereof in its entirety and substituting the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).following therefor:

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralSection 2.05(b)(ix), within three five (35) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2024) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “Calculated ECF Amount”) equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus, at the Borrower’s option, (B) the sum of (1) all voluntary prepayments of Term Loans during such Excess Cash Flow Period (and, at the sole discretion of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds AmountBorrower, the Company shall apply all period from the end of such Net Excess Cash Proceeds Flow Period to prepay the Loans in date that the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods), (2) all voluntary prepayments of Incremental Term Loans (only to the extent such Incremental Term Loans so prepaid were pari passu in right of payment and security to the Initial Term Loans) during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods) and (3) all voluntary prepayments of Revolving Credit Loans during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such prepayments, and in the case of each of the immediately preceding clauses (1), (2) and (3), to the extent such prepayments (x) are not financed with the proceeds of long-term Indebtedness (other than the proceeds of Revolving Credit Loans) and (y) were not otherwise deducted in determining the amount of prepayment pursuant to this Section 2.05(b)(i) in any prior period, in each case, during such Excess Cash Flow Period (and, at the sole discretion of the Borrower, the period from the end of such Excess Cash Flow Period to the date that the prepayment pursuant to this Section 2.05(b)(i) is made, in which case such amounts shall not be deducted in future Excess Cash Flow Periods). (ii) Subject to Section 2.08(b)(vi2.05(b)(ix), within three if (31) Holdings, the Borrower or any other Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (k), (l), (m), (n), (p), (q), or (r)) or (2) any Casualty Event occurs, which results in the realization or receipt by Holdings, the Borrower or any other Subsidiary of Holdings of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after day the date of such realization or receipt by Holdings, the Company Borrower or any other Subsidiary of its Subsidiaries Holdings of such Net Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Proceeds realized or received. (iii) Subject to Section 2.05(b)(ix), if Holdings, the Borrower or any other Subsidiary of Holdings incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom, together with the applicable Prepayment Premium, if any, on or prior to the date which is five (5) Business Days after the receipt by Holdings, the Borrower or such Subsidiary of such Net Proceeds. (iv) No later than the Required Contribution Date, cash proceeds from the Specified Sale, the Company shall apply issuance of Equity Cure Securities in an amount equal to the Applicable Prepayment Percentage of Financial Covenant Cure Amount necessary to cure such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Financial Covenant Default. (iiiv) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000[reserved]. (ivvi) Each prepayment of principal Term Loans pursuant to this Section 2.08(b2.05(b) (A) shall be applied in the following order: either (x) first, ratably to the ratable prepayment each Class of the First Lien Term Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and then outstanding or (y) first as requested by the Borrower in the notice delivered pursuant to outstanding Base Rate clause (vii) below, to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the other Classes of Term Loans then outstanding, (B) shall be applied, with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) and (C) shall be paid to the Appropriate Lenders with respect to each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate of Term Loans in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each applicable such Class up of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) in the full amount thereof. Each immediately preceding sentence, any Incremental Amendment or Extension Amendment may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iii) of this Section 2.08(b2.05(b) shall be made together with any interest accrued at least two (2) Business Days prior to the date of such prepayment on (unless otherwise agreed by the principal amounts prepaid andAdministrative Agent), in provided that, the case Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any prepayment portion of a Eurodollar Rate Loan on a the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. Each such notice shall specify the date other than of such prepayment, the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions appropriate clause of this Section 2.08(b)2.05(b) applicable to such mandatory prepayment, (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to and provide a reasonably detailed calculation of the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion aggregate amount of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit Borrower. The Administrative Agent may rely conclusively on such repatriation) or impose such material adverse tax consequences, notice and at such time as such repatriation shall have no obligation of any such Net Cash Proceeds becomes permitted under nature whatsoever to review or recalculate any amounts set forth therein. The Administrative Agent will promptly notify each Appropriate Lender of the applicable local law and/or such material adverse tax consequences would no longer exist (contents of the Borrower’s prepayment notice and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), Appropriate Lender’s Pro Rata Share of the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposesprepayment. (viii) If any Promptly following written notice thereof to the Borrower by the Administrative Agent, Revolving Credit Loans shall be repaid to the extent that the aggregate Revolving Credit Exposure exceeds the aggregate amount of Revolving Credit Commitments. (ix) All mandatory prepayments hereunder are subject to permissibility under (A) local Law, rule or regulation (e.g., financial assistance, corporate benefit, restrictions on up-streaming cash intra group and the fiduciary and statutory duties of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) directors of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5relevant Subsidiaries and Holdings) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).and

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under The Borrower shall, on each date the Revolving Credit AgreementCommitments are reduced pursuant to Section 2.11, prepay the Swingline Loans, Revolving Loans, and, if necessary, cash collateralize the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Swingline Loans, Revolving Loans, and L/C Obligations then outstanding to the extent actually applied thereunder, amount to the extent not applied pursuant to which the Revolving Credit Agreement with respect to Commitments have been so reduced. (ii) If at any time the sum of the unpaid principal balance of the Term Loans, the Incremental Term Loans (if any), Swingline Loans, Revolving Credit Facility CollateralLoans, and the L/C Obligations then outstanding shall be in excess of the Availability as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall within three (3) Business Days and without notice or demand pay over the amount of the receipt by excess to the Company or any Administrative Agent for the account of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time Lenders as and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of for a mandatory prepayment pursuant on such Obligations, with each such prepayment first to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal be applied to the Applicable Prepayment Percentage of such Net Cash Proceeds Swingline Loans and Revolving Loans until paid in full, then to the Term Loans and the Incremental Term Loans (if any) on a combined ratable basis with respect to prepay all such Loans until such Loans are paid in full, with any remaining balance to be held by the Loans Administrative Agent in the manner set forth in Section 2.08(b)(iv). If Collateral Account as security for the winning bid for any portion Guaranteed Obligations owing with respect to the Letters of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Credit. (iii) Beginning with Unless the Excess Cash Flow Period ending on December 31Borrower otherwise directs, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end prepayments of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to under this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b2.8(b) shall be applied first ratably to any outstanding Loans under the Revolving Facility, but without a reduction of the Revolving Credit Commitments, until payment in the following order: (x) first, full thereof with any balance applied ratably to the ratable prepayment of outstanding Loans under the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereofTerm Loan Facility. Each prepayment made pursuant to of Loans under this Section 2.08(b2.8(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts prepaid and, in the case amount to be prepaid. Each cash collateralization of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company L/C Obligations shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)9.4. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to On any date that the prepayment and cash collateralization requirements under sum of the Revolving Loan plus the Letter of Credit AgreementExposure plus the Swing Line Loan exceeds the Total Commitment then in effect, and to the extent actually applied thereunderBorrower shall, within one (1) Business Day, to the extent not applied pursuant of such excess, first prepay to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days Administrative Agent for the benefit of the receipt by Swing Line Lender (and the Company or other Lenders, as applicable) the outstanding principal amount of the Swing Line Advances, second prepay to the Administrative Agent for the benefit of the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and any unpaid amounts of its Subsidiaries the Letter of Net Credit Obligations owed to the Lenders; and third make deposits into the Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior Collateral Account to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans provide cash collateral in the manner set forth in Section 2.08(b)(iv). After amount of such application, excess for the Net Cash Proceeds shall reset to zero upon the making remaining Letter of a mandatory prepayment pursuant to this Section 2.08(b)(i)Credit Exposure. (ii) Subject Upon the occurrence of any Disposition or any Recovery Event in excess of $10,000,000.00 (except (i) to the extent that a Reinvestment Notice shall be delivered in respect of such Disposition or Recovery Event, (ii) Dispositions described in clauses (a) through (h) and (j) and (k) of Section 2.08(b)(vi6.8 or (iii) with respect to cash receipts in the ordinary course of business of the applicable recipient), within three (3) Business Days after day then on the date of receipt by the Company Borrower or any of its Subsidiaries the applicable Restricted Subsidiary of the Net Cash Proceeds from the Specified Salerelated thereto, the Company Advances shall apply immediately be prepaid by an amount equal to the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) to prepay Proceeds; provided that, notwithstanding the Loans in foregoing, on each Reinvestment Prepayment Date the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid Advances shall be deemed prepaid by an amount equal to be the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. For purposes of calculating the Net Cash Proceeds for purposes received from a Disposition or from a Recovery Event, such proceeds shall be determined as of the date of the applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to be applied to prepayment of the Advances pursuant to this Section until received by the applicable Person. The provisions of this Section 2.08(b)(ii)do not constitute a consent to the consummation of any Disposition not permitted by Section 6.8. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver The Borrower agrees to make a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as mandatory prepayment of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply Advances by an amount equal to 5075% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay Debt Incurrence Proceeds that the Loans no later than 45 Borrower or any of its Restricted Subsidiaries receives from each Debt Incurrence after the Effective Date within thirty (30) days following after the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that date of each such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000Debt Incurrence. (iv) Each prepayment of principal pursuant The Borrower agrees to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable make a mandatory prepayment of the First Lien Loans until all such Loans have been prepaid in fullAdvances by an amount equal to 75% (or, and second so long as the Leverage Ratio is less than 1.75 to the ratable prepayment 1.00, 0%) of the Junior Loans until all such Loans have been prepaid in full and Equity Issuance Proceeds that the Borrower or any of its Restricted Subsidiaries receives from each Equity Issuance after the Effective Date within thirty (y30) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to days after the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Equity Issuance.

Mandatory. Subject to the provisions of the Intercreditor Agreement but only following the payment in full of the First Lien Obligations (provided that outstanding letters of credit under the First Lien Senior Credit Facilities shall be deemed paid when cash collateralized as provided therein) and the termination of the First Lien Senior Credit Facilities: (i) Subject The Borrower shall, on the 90th day following the end of each Fiscal Year, beginning with the Fiscal Year in all respects to which the prepayment First Lien Obligations have been paid in full and cash collateralization requirements the First Lien Senior Credit Facilities have been terminated (provided that outstanding letters of credit under the Revolving First Lien Senior Credit AgreementFacilities shall be deemed paid when cash collateralized as provided therein), prepay an aggregate principal amount of the Advances in an amount equal to, (A) at any time when the Total Leverage Ratio is greater than or equal to 4.00:1.00, 75% of the amount of Excess Cash Flow for such Fiscal Year, (B) at any time when the Total Leverage Ratio is greater than or equal to 3.50:1.00 and less than 4.00:1.00, 50% of the amount of Excess Cash Flow for such Fiscal Year, (C) at any time when the Total Leverage Ratio is greater than or equal to 3.00:1.00 and less than 3.50:1.00, 25% of the extent actually applied thereunderamount of Excess Cash Flow for such Fiscal Year and (D) at any time when the Total Leverage Ratio is less than 3.00:1.00, to 0% of the extent not applied amount of Excess Cash Flow for such Fiscal Year. (ii) The Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries, in each case after the First Lien Obligations have been paid in full and the First Lien Senior Credit Facilities have been terminated (provided that outstanding letters of credit under the First Lien Senior Credit Facilities shall be deemed paid when cash collateralized as provided therein), from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clauses (i) through (viii) of Section 5.02(e)), (B) the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C) the Specified Saleissuance of any class of equity, (D) when aggregated with all such Net Cash Proceeds any capital contribution and (E) any Casualty Receipt received prior to that time and not otherwise applied is equal by or paid to or greater than Proceeds Amount, for the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making account of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company any Loan Party or any of its Subsidiaries Subsidiaries, prepay an aggregate principal amount of the Net Cash Proceeds from the Specified Sale, the Company shall apply Advances in an amount equal to (x) 100% of the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion case of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans clauses (as defined in the Existing DIP Term Loan AgreementA), (B) and (E), and (y) 50% of the amount of such credit bid Net Cash Proceeds, in the case of clauses (C) and (D). No prepayment made with Net Cash Proceeds received as a result of a transaction not permitted by Section 5.02(b), (e) or (g)(i) shall be deemed either to be Net Cash Proceeds for purposes cure any Default resulting from a breach of this Section 2.08(b)(ii5.02(b), (e) or (g)(i) or to waive any Lender's rights and remedies in connection therewith. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to All prepayments under this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or subsection (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any (A) accrued interest accrued to the date of such prepayment on the principal amount prepaid, (B) any amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof owing pursuant to Section 9.04(c). , and (vC) The Agent shall give prompt notice of any prepayment required under this Section 2.08(bpremium payable pursuant to clause (c) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to 2.04. If any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States payment of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment Eurodollar Rate Advances otherwise required to be made under this Section 2.08(b2.04(b) so long, but only for so long, as applicable local law would prohibit such repatriation (be made on a day other than the Company hereby agreeing to promptly take or to cause last day of the applicable Subsidiary Interest Period therefor, the Borrower may direct the Administrative Agent to promptly take (as and if so directed, the case may beAdministrative Agent shall) all actions required by deposit such payment in the Collateral Account until the last day of the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and Interest Period at such which time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company Administrative Agent shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining apply the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied payment to the prepayment of Loans pursuant such Advances; provided, however, that such Advances shall continue to this bear interest as set forth in Section 2.08 shall be available to 2.05 until the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any last day of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Interest Period therefor.

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralThe Borrower shall, within three (3) Business Days of the date of receipt of Net Cash Proceeds by the Company Borrower or any of its Subsidiaries Subsidiaries, prepay an aggregate principal amount of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all Term Advances in the percentage of the amount of such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner as hereinafter set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). forth: (iiA) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries 100% of the Net Cash Proceeds from the Specified Salesale of the Identified Assets up to a maximum amount of $7.2 million, (B) 100% of the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds from the sale of other assets of the Borrower and its Subsidiaries (if any) to prepay the Loans excluding sales of Inventory or services in the manner set forth in Section 2.08(b)(iv). If the winning bid for ordinary course of business but including any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreementnon-ordinary course IRUs), (C) 100% of the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). from Extraordinary Receipts, (iiiD) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as 100% of the last day Net Cash Proceeds from the issuance of additional Debt (other than Subordinated Debt) permitted under the applicable Excess Cash Flow Period exceeds $800,000,000 Loan Documents (the “Excess Cash Trigger Amount”other than Debt pursuant to Section 5.02(b)), the Company shall apply an amount equal to (E) 50% of Excess the Net Cash Flow above Proceeds from the Excess issuance of Subordinated Debt in excess of $25,000,000 (other than the Subordinated Cerberus Notes), and (F) 50% of the Net Cash Trigger Amount to prepay Proceeds from the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that issuance of equity. Any such prepayment would cause (aother than one-half of the Net Cash Proceeds described in clause (B) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(babove) shall be applied to prepay the Term Advances in inverse order of maturity and any prepayments made with the following order: (x) first, to the ratable prepayment remaining one-half of the First Lien Loans until all such Loans have been prepaid Net Cash Proceeds described in fullclause (B) above shall be applied to ratably prepay the remaining scheduled amortization payments for the Term Advances. For purposes hereof, and second to the ratable prepayment non-ordinary course IRUs shall include IRUs for a term in excess of 10 years for which 75% or more of the Junior Loans until all aggregate dollar amount of lease payments are to be paid within the first 35% of such Loans have been prepaid in full and lease term. (yii) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to All prepayments under this Section 2.08(bsubsection (b) shall be made together with any accrued interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case amount prepaid. If any payment of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment Advances otherwise required to be made under this Section 2.08(b2.03(b) so long, but only for so long, as applicable local law would prohibit such repatriation (be made on a day other than the Company hereby agreeing to promptly take or to cause last day of the applicable Subsidiary Interest Period therefor, the Borrower may direct the Administrative Agent to promptly take (as and if so directed, the case may beAdministrative Agent shall) all actions required by deposit such payment in the Collateral Account until the last day of the applicable local law Interest Period at which time the Administrative Agent shall apply the amount of such payment to permit the prepayment of such repatriation) or impose Term Advances; provided, however, that such material adverse tax consequences, and at such time Term Advances shall continue to bear interest as such repatriation set forth in Section 2.04 until the last day of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), Interest Period therefor. Notwithstanding the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii)foregoing, to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment such prepayments are required to be made under Section 2.08(b) so longprior to the Effective Date, but only for so longsuch prepayments shall be made on the Effective Date, together with interest, as applicable local law would prohibit such repatriation (more fully set forth in the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation Plan of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)Reorganization. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium: (i) Subject on each Semi-Annual Payment Date following the Substantial Completion Date, all amounts on deposit in all respects to the prepayment TIFIA Prepayment Account on such date after taking into account the payment described in Section 9(c)(ii) of interest due and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with payable on such date in respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events TIFIA Bond (other than the Specified Sale) when aggregated with but not constituting TIFIA Mandatory Debt Service), all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner as set forth in Section 2.08(b)(iv606(c)(iv) of the Tenth Supplemental Indenture; (ii) if, as of any date on which the Borrower calculates the Rate Coverage Test under the Indenture Documents (but in no event less frequently than annually). After such application, the Net Cash Proceeds Borrower shall reset have failed to zero be in compliance with the Rate Coverage Test for at least twelve (12) consecutive months (and would remain out of compliance as of such date with the Rate Coverage Test but for the prepayment required pursuant to this Section 10(a)(ii)), and after any payments or prepayments described in Section 9(b), Section 9(c) and Section 10(a)(i), an amount, payable from amounts then on deposit in the Airports Authority Account and, if necessary, the Set-Aside Account, that is sufficient to cause the Borrower to be in compliance with the Rate Coverage Test. If the mandatory prepayment described in this Section 10(a)(ii) is not sufficient to cause the Borrower to regain compliance with the Rate Coverage Test, the Borrower shall continue to make the mandatory prepayment described in this Section 10(a)(ii) on each date as of which the Borrower calculates the Rate Coverage Test thereafter until the Borrower is in compliance with the Rate Coverage Test. (iii) upon receipt of any Termination Compensation, including any Allocable Costs or Losses (each as defined in the making Permit and Operating Agreement), an amount equal to the proceeds thereof less the amount of such proceeds used to pay Senior Obligations pursuant to the Indenture; provided, however, that if the Termination Compensation is payable after the occurrence of a mandatory Bankruptcy Related Event described in Section 20(a)(ix)(A), such proceeds shall be applied pro rata to prepay Senior Obligations and the TIFIA Loan; (iv) following the application of Loss Proceeds to repair or restore the Dulles Toll Road following an Event of Loss, any Net Loss Proceeds; and (v) following the determination thereof, which determination shall be made no later than the first (1st) anniversary of the Substantial Completion Date, an amount equal to the product of (A) twenty-two and four hundred seventy-three thousandths percent (22.473%) multiplied by (B) an amount equal to the positive difference, if any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of actual invoiced Eligible Project Costs. Each prepayment pursuant to this Section 2.08(b)(i). (ii10(a) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt shall be accompanied by a certificate signed by the Company or any Borrower’s Authorized Representative identifying the provision of its Subsidiaries this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending prepayment, distinct from any other amounts paid on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, . An illustrative schedule of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”prepayments under Section 10(a)(i), based on the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner Base Case Financial Model, is set forth in Section 2.08(b)(iv)Exhibit B-2; provided provided, that no prepayment shall be required pursuant to this Section 2.08(iii) to Exhibit B-2 is intended for informational purposes only and does not necessarily reflect the extent that such prepayment would cause (a) Worldwide Cash actual amounts to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this prepaid under Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b10(a), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as which actual amounts will be determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), 9(c)(ii) and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1606(c)(iv) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Tenth Supplemental Indenture.

Mandatory. (i) Subject The Borrower shall, on any date (A) on which a cash equity contribution is deposited in all respects the Borrower Collateral Account as a result of a loan made by First Gibraltar to the prepayment Borrower Parent pursuant to the terms of the First Gibraltar Loan Agreement or on which a deposit of amounts paid under or in connection with any Related Documents is made to the Mafco Collateral Account or on which a deposit of amounts constituting Net Cash Proceeds from an Asset Sale is made to the Mafco Collateral Account and cash collateralization requirements (B) either (I) a Default has occurred and is continuing, (II) the Borrower fails to deliver a Look-Forward Certificate or a Deposit Certificate with respect to such deposit in accordance with the terms of Section 5.01(k) or (III) the Mafco Finance Required Lenders determine, in their reasonable discretion, within 15 Business Days following the date of the receipt of the Look-Forward Certificate or within 2 Business Days following the date of the receipt of Deposit Certificate, as the case may be, referred to in clause (B)(II), that the pro forma amounts available to be loaned by First Gibraltar to Borrower Parent, together with amounts received by Mafco pursuant to or in connection with any Related Document, will be less than $15 million in any calendar quarter (of which at least $10 million shall be from amounts available to be loaned by First Gibraltar to Borrower Parent) or will not be sufficient to pay interest on the Advances then outstanding and interest on the Debt then outstanding under the Revolving Credit Agreement, and prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to an amount equal to the extent actually applied thereunderexcess of (x) the amount of such cash equity contribution or the amount on deposit in the Mafco Collateral Account, as the case may be, plus any interest on Collateral Investments made with such contribution or deposit over (y) the sum of (1) the amount of interest and fees then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the extent not Administrative Agent) then due and payable. Each such prepayment shall be applied pursuant ratably to the Term Facility and shall be made ratably among the Lenders in accordance with their Commitments. Any such amounts remaining after the foregoing application shall be applied as set forth in Section 2.05(b)(i) of the Revolving Credit Agreement Agreement. (ii) The Borrower shall: (A) on the date of receipt by any A Company of the Net Cash Proceeds of issuances, sales or liquidations of any capital stock (including any securities convertible into or exchangeable for capital stock or any warrants, rights or options to acquire capital stock) of any A Company (other than any Net Cash Proceeds in respect of any Asset Sale), (B) on the date of receipt by any A Company of any dividends, other distributions or any loans or advances made in respect of the capital stock of any other A Company (other than FN Holdings and FN Parent) or any Designated Operating Company (provided that this clause (B) shall not apply (1) the dividend made by MCG in accordance with respect the public announcements made prior to Revolving Credit Facility Collateral, within three the date hereof and (32) Business Days of to the receipt by any A Company of any dividends, other distributions or any loans or advances made in respect of all or any portion of the Company proceeds received by Mafco or any of its Subsidiaries from any Asset Sale or any sale, lease, transfer or other disposition specified in clauses (i) through (iv) of Net Cash Proceeds from the definition of "Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv"). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)., (iiC) Subject to Section 2.08(b)(vi), within three (3) Business Days after day on the date of receipt by any A Company of the Company proceeds of distributions, dividends or any loans or advances made on account of its Subsidiaries or as a result of the issuance, sale or liquidation of any capital stock (including any securities convertible into or exchangeable for capital stock or any warrants, rights or options to acquire capital stock but excluding any Asset Sale) of, or the sale, issuance or incurrence of any Debt by, any Designated Operating Company, and (D) on the date of receipt by any A Company of the Net Cash Proceeds from the Specified Salesale, issuance or incurrence by any A Company of any Debt (other than any sale, issuance or incurrence by Revlon Holdings Inc. of any Debt to any of its Subsidiaries), prepay an aggregate principal amount of the Company shall apply Advances comprising part of the same Borrowings equal to an amount equal to the Applicable Prepayment Percentage excess of (x) the amount so received (except, in each case, to the extent (1) required pursuant to the terms of any agreement or instruments relating to Debt existing on the date hereof or otherwise approved by the Mafco Finance Required Lenders of any A Company or Designated Operating Company to prepay or redeem or purchase such Debt or (2) prohibited to be so applied by the terms of any agreement or instrument relating to Debt existing on the date hereof or otherwise approved by the Mafco Finance Required Lenders of any A Company or Designated Operating Company) over (y) the sum of (1) the amount of interest and fees then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) then due and payable. Each such prepayment shall be applied ratably to the Term Facility and shall be made ratably among the Lenders in accordance with their Commitments. Any such amounts remaining after the foregoing application shall be applied as set forth in Section 2.05(b)(ii) of the Revolving Credit Agreement. (iii) The Borrower shall, on the date of receipt by Mafco or any of its Subsidiaries (other than the Bank and its Subsidiaries) of the Net Cash Proceeds from the sale, transfer or other disposition of (x) all or any portion of the capital stock of the Bank (other than any issuance of capital stock by the Bank or any Subsidiary of the Bank) or (y) any asset of the Bank, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to an amount equal to the excess of (A) such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall required to be disregarded for purposes paid to the holders of determining the Class B common stock of FN Holdings and the holders of the FN Holdings Preferred Stock) over (B) the sum of (1) the amount of any mandatory interest and fees then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) then due and payable. Each such prepayment required shall be applied ratably to the Term Facility and shall be made under this ratably among the Lenders in accordance with their Commitments. Any such amounts remaining after the foregoing application shall be applied as set forth in Section 2.08(b2.05(b)(iii) so long, but only for so long, as applicable local law would prohibit such repatriation of the Revolving Credit Agreement. (iv) On and after the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, date on which Mafco and at such time as such repatriation of any such its Subsidiaries have received Net Cash Proceeds becomes permitted under in an amount equal to the applicable local law and/or such material adverse tax consequences would no longer exist (Asset Sale Threshold from Asset Sales, upon any Asset Sale in respect of which Mafco and in any event within three Business Days thereafter) (and whether or not any of such its Subsidiaries have received Net Cash Proceeds are actually repatriated(which, together with the aggregate amount of Net Cash Proceeds from and after the Effective Date from Asset Sales, exceeds the Asset Sale Threshold), the Company Borrower shall prepay an aggregate principal amount of the Loans Advances comprising part of the same Borrowings in an amount equal to the excess of (x) the sum of (A) 50% of that portion of the Net Cash Proceeds (up to $150 million) in excess of the Asset Sale Threshold (after taking into account the aggregate amount of Net Cash Proceeds from and after the Effective Date from Asset Sales) from such Asset Sale plus (B) 100% of that portion of the Net Cash Proceeds from such Asset Sale in excess of the sum of the Asset Sale Threshold plus $150 million (after taking into account the aggregate amount of Net Cash Proceeds from and after the Effective Date from Asset Sales) over (y) the sum of (1) the amount of interest and fees then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) then due and payable. Each such prepayment shall be applied ratably to the Term Facility and shall be made ratably among the Lenders in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described their Commitments. Any such amounts remaining after the foregoing application shall be applied as set forth in Section 2.08(b)(iii)2.05(b)(iv) of the Revolving Credit Agreement. (v) The Borrower shall, on each date that an "Event of Default" set forth in Section 6.01(a) of the Revolving Credit Agreement shall have occurred and be continuing, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to an amount equal to the extent that applicable law would effectively prohibit or delay excess of (x) the repatriation to amount on deposit in the United States Second Mafco Collateral Account over (y) the sum of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining (1) the amount of any mandatory interest and fees then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) then due and payable plus (3) the aggregate amount paid (including the aggregate amount of interest, fees and expenses then due and payable in respect of the "Facilities" under the Revolving Credit Agreement) from such amount on deposit pursuant to the terms of Section 2.05(b)(v) and/or 2.06(b)(i) of the Revolving Credit Agreement. Each such prepayment required of the Term Facility shall be applied ratably to the Term Facility and shall be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (ratably among the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans Lenders in accordance with their Commitments. If an "Event of Default" set forth in Section 2.08(b)(iv6.01(a) of the Revolving Credit Agreement shall occur and be continuing at the same time as an Event of Default set forth in Section 6.01(a) shall occur and be continuing, such amount shall be applied pro rata to the Term Facility and the "Facilities" under the Revolving Credit Agreement and such pro rata amount shall be applied to the Term Facility as set forth in this Section 2.05(b)(v). (viivi) Any Net Cash Proceeds not required to The Borrower shall, on each date that an Event of Default set forth in Section 6.01(a) shall have occurred and be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any continuing, prepay an aggregate principal amount of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) Advances comprising part of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, same Borrowings equal to an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding amount equal to the Mandatory Principal Redemption Amount excess of (each x) the amount on deposit in the Second Mafco Collateral Account over (y) the sum of (1) the amount of interest then due and payable in respect of the Term Facility plus (2) the amount of expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) then due and payable. Each such redemption, a “Mandatory Principal Redemption”). The redemption price for prepayment of the portion of each Loan thus redeemed Term Facility shall be 100% of applied ratably to the principal amount of such portion plus any accrued interest thereon Term Facility and shall be made ratably among the Lenders in accordance with their Commitments. Any amounts remaining on deposit in the date of redemption. No partial redemption or repurchase of Second Mafco Account after the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) foregoing application shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).be applied as set forth in

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreementlast paragraph of this Section 2.05(b), and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateralfor any Excess Cash Flow Period, within three ten (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (310) Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Salerelated Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the Company date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall apply prepay an aggregate principal amount of Term Loans in an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if anyA) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans 50% (as defined in may be adjusted pursuant to the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iiiproviso below) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrower, the aggregate amount (other than any amount applied to reduce the prepayment required under this clause (b) in respect of any prior year) and except to the extent such prepayment, repurchase, prepayment, expenditure or Restricted Payment is funded with the proceeds of long-term Indebtedness (other than revolving loans) of the sum of (1) the aggregate amount of all voluntary prepayments and repurchases (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment) made by the Borrower or any of its Restricted Subsidiaries (or committed to be made) of (t) First Lien Term Loans, (u) Initial Term Loans, (v) New Term Loans, (w) Refinanced Second Lien Indebtedness, (x) the “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, (y) other Indebtedness that is secured by the Collateral on a pari passu or senior basis with Liens securing the Obligations and (z) any refinancing, replacement or extension of any of the foregoing (in each case of prepayments of a revolving facility or “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, to the extent accompanied by a corresponding permanent commitment reduction), (2) [reserved], (3) the aggregate amount of all capital expenditures and Investments made (or committed to be made subject to reversal of such deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) in cash, and (4) Restricted Payments (other than non-cash Restricted Payments and Restricted Payments made pursuant to clause (3) of the second paragraph under Section 7.05), in each case, made (or committed to be made) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the calculation thereof last day of the relevant Excess Cash Flow Period, or, at the option of the Borrower, on the date on which the relevant Excess Cash Flow prepayment is required to be made (such amounts in reasonable detail. If clauses (1) through (4), “ECF Deductions”) and such ECF Deductions may be applied to reduce payments under this Section 2.05(b)(i) in respect of subsequent Excess Cash Flow Periods to the Worldwide extent the amount of such ECF Deductions exceeds the amount of payments required under this Section 2.05(b)(i) in respect of the current Excess Cash Flow Period; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated Secured Net Leverage Ratio as of the last day of the applicable fiscal year to which such Excess Cash Flow Period exceeds $800,000,000 relates (but giving Pro Forma Effect to any payment under this Section 2.05 made after the “Excess Cash Trigger Amount”), last day of the Company shall apply an amount equal year to 50% of which such Excess Cash Flow above Period relates but prior to the Excess Cash Trigger Amount to prepay date on which the Loans no later than 45 days following the relevant Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv)prepayment is or would be required to be made) was equal to or less than 5.25 to 1.00 or 4.75 to 1.00, respectively; provided further that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), Period to the extent that applicable law would effectively prohibit Excess Cash Flow for such period is equal to or delay less than (the repatriation “ECF Threshold”) the greater of $26,250,000 and 12.5% of Consolidated EBITDA of the Group Parties (and only amounts in excess of the ECF Threshold shall be applied to the United States payment thereof). Notwithstanding anything to the contrary in the foregoing, the Borrower may elect to use a portion of America such amount of payments otherwise required under this Section 2.05(b)(i) in respect of any proceeds received by such Excess Cash Flow Period to prepay or repurchase any Subsidiary other Indebtedness that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined secured by the Company Collateral, in good faith, each case in an amount not to exceed the proceeds so affected shall be disregarded for purposes product of determining (1) the amount of any mandatory prepayment payments otherwise required to be made under this Section 2.08(b2.05(b)(i) so longin respect of such Excess Cash Flow Period and (2) a fraction, but only for so long, as applicable local law would prohibit the numerator of which is the outstanding principal amount of such repatriation other Indebtedness (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit extent such repatriation)amount is not in Dollars, and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any equivalent amount of such proceeds are actually repatriated), the Company shall prepay the Loans Indebtedness converted into Dollars as determined in accordance with Section 2.08(b)(iv). (vii1.08) Any Net Cash Proceeds not required to be applied to and the prepayment denominator of Loans pursuant to this Section 2.08 shall be available to which is the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then aggregate outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of Term Loans and such portion plus any accrued interest thereon on other Indebtedness (or to the date extent such amount is not in Dollars, such equivalent amount of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption such Indebtedness converted into Dollars as determined in accordance with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viiiArticle I).

Mandatory. (i) Subject Unless the Required Lenders otherwise agree, within ten (10) Business Days after financial statements have been (or, if later, are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vii) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2022) minus (B) the sum of (x) all respects to the prepayment voluntary prepayments and cash collateralization requirements under the Revolving Credit Agreementcancellations of Term Loans, Refinancing Equivalent Debt and to the extent actually applied thereunder, Incremental Equivalent Debt during such fiscal year (to the extent not applied deducted pursuant to the Revolving Credit Agreement with this clause (B) in respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company prior year) or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all after such Net Cash Proceeds received fiscal year end and prior to that the time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment payment pursuant to this Section 2.08(b)(i2.05(b). (iii) Subject is due (including the amount of any voluntary prepayments, repurchases or cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to Section 2.08(b)(vi), within three par (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), (y) all voluntary prepayments of Revolving Credit Loans (or other revolving loans constituting Refinancing Equivalent Debt and Incremental Equivalent Debt that are secured on a pari passu basis with the Revolving Credit Loans) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the (i) is due or projected by the Borrower to be consummated or made during the period of eighteen (18) consecutive fiscal months of the Borrower following the end of such period; provided that, to the extent the aggregate amount of cash actually utilized to finance such tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions during such period of eighteen (18) consecutive fiscal months is less than the Contract Consideration or amount otherwise budgeted for, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of eighteen (18) consecutive fiscal months; provided, further, that prepayments pursuant to this Section 2.05(b)(i) shall only be required to the extent the ECF Payment Amount exceeds $5,000,000 (and then only amounts in excess of such $5,000,000 shall be required to be paid). (A) Subject to clauses (b)(ii)(B), (b)(iii) and (b)(vii) of this Section 2.05, if (x) the Borrower or any of its Restricted Subsidiaries Disposes outside of the ordinary course of business of any property or assets pursuant to Section 7.05(j) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds, an aggregate principal amount of Term Loans equal to the Applicable Asset Sale Prepayment Percentage of all Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to repay, redeem or repurchase any Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing or evidencing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds (if any) allocated to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), Other Applicable Indebtedness shall not exceed the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with required to be allocated to the Excess Cash Flow Period ending on December 31Other Applicable Indebtedness pursuant to the terms thereof, 2014, and the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the remaining amount, if any, of Excess such Net Cash Flow for such Excess Cash Flow Period Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the calculation thereof in reasonable detail. If the Worldwide Cash as amount of prepayment of the last day Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)Other Applicable Indebtedness decline to have such indebtedness repurchased, redeemed or prepaid, the Company declined amount shall apply an amount equal be retained by the Borrower and/or its applicable Restricted Subsidiaries and may be applied to 50% of Excess Cash Flow above any purpose not prohibited pursuant to the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv)terms hereof; provided provided, further, that no prepayment shall be required pursuant to this Section 2.08(iii2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower reinvests or intends to reinvest in accordance with Section 2.05(b)(ii)(B) except as expressly required therein. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition otherwise subject to the extent application of Section 2.05(b)(ii)(A) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for its or any of its Restricted Subsidiary’s business within (x) eighteen (18) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen (18) months following receipt thereof, within one hundred and eighty (180) days following the end of such eighteen (18) month period; provided, that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested prior to the end of the applicable period and subject to clauses (v) and (vii) of this Section 2.05(b), an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) (A) Notwithstanding anything to the contrary in clause (b)(ii) of this Section 2.05 and subject to clauses (b)(iii)(B) and (b)(vii) of this Section 2.05, unless the Required Lenders otherwise agree, if the Borrower or any of its Restricted Subsidiaries Disposes of all or a material portion of the IT Services Business, the Borrower shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of Net Cash Proceeds from such Disposition, an aggregate principal amount of Term Loans in an amount of up to the lesser of (x) 100% of the Net Cash Proceeds from such Disposition realized or received by the Borrower and/or its Restricted Subsidiaries and (y) such lesser amount of the Net Cash Proceeds from such Disposition realized or received by the Borrower and/or its Restricted Subsidiaries that, on a Pro Forma Basis for such prepayment, would cause (a) Worldwide Cash the Secured Net Leverage Ratio as of the last day of the Test Period most recently ended to be less than or equal to 3.75:1.00; provided that if at the Excess Cash Trigger Amount time that any such prepayment would be required, the Borrower or (b) U.S. Minimum Liquidity any Restricted Subsidiary is required to be less than $100,000,000. (iv) Each prepayment of principal pursuant repay, redeem or repurchase or offer to this Section 2.08(b) shall be applied in repay, redeem or repurchase any Other Applicable Indebtedness with the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date net proceeds of such prepayment on Disposition, then the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period Borrower or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Restricted Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if may apply such Net Cash Proceeds were so repatriated, in each case as on a pro rata basis (determined by on the Company in good faith, basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds so affected allocated to the Other Applicable Indebtedness shall be disregarded for purposes of determining not exceed the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated)required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the Company remaining amount, if any, of such Net Cash Proceeds shall prepay be allocated to the Term Loans in accordance with Section 2.08(b)(iii), and (Bthe terms hereof) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of the Term Loans pursuant to this Section 2.08 shall be available and to the Company repurchase, redemption or prepayment of Other Applicable Indebtedness, and its Subsidiaries to use for their general corporate purposes. (viii) If any the amount of prepayment of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions would have otherwise been required pursuant to this Section 2.08(b)(viii)2.05(b)(iii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, redeemed or prepaid, the declined amount shall be retained by the Borrower and/or its applicable Restricted Subsidiaries and may be applied to any purpose not prohibited pursuant to the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower reinvests or intends to reinvest in accordance with Section 2.05(b)(iii)(B) except as expressly required therein.

Mandatory. (i) Subject to Section 2.04(b)(iv) below, the Borrower --------- shall, on each Payment Date make a payment in all respects an amount equal to (x) the product of (1) the applicable amount set forth in clauses (A) through (D) below and (2) a fraction, the numerator of which is the aggregate outstanding principal amount of the Multistate Advances on the date of prepayment (before giving effect to such prepayment) and the denominator of which is the aggregate outstanding principal amount of the Combined Advances on the date of prepayment (before giving effect to such prepayment and the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3required by Section 2.04(b)(i) Business Days of the receipt California Loan Agreement) minus (y) the amount of interest ----- accrued and not yet due and payable on the date of prepayment on Eurodollar Rate Advances and California Eurodollar Advances: (A) Whether or not either (1) a Potential Default consisting of the nonpayment by the Company Borrower of any principal or interest due and payable under this Agreement or the California Loan Agreement or (2) an Event of Default shall have occurred and be continuing on such Payment Date, from the Closing Date until (but not including) the Payment Date following the Cumulative Tenant Period in which the aggregate outstanding principal amount of the Combined Advances on the last day of such Cumulative Tenant Period is less than or equal to $300 million, an amount equal to 100% of Excess Earnings Recapture for the applicable Cumulative Tenant Period; (B) Unless either (1) a Potential Default consisting of the nonpayment by the Borrower of any principal or interest due and payable under this Agreement or the California Loan Agreement or (2) an Event of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events Default shall have occurred and be continuing on such Payment Date (other than the Specified Salenonpayment on such Payment Date of the amount due on such Payment Date under this Section 2.04(b)(i) when aggregated with all such Net Cash Proceeds received prior to and under Section 2.04(b)(i) of the California Loan Agreement provided that time and not otherwise applied is the Borrower Operating Account -------- contains on Such Payment Date an amount at least equal to the aggregate amount so due), from the Payment Date following the Cumulative Tenant Period in which the aggregate outstanding principal amount of the Combined Advances on the last day of such Cumulative Tenant Period is less than or greater equal to $300 million until (but not including) the Payment Date following the Cumulative Tenant Period in which the aggregate outstanding principal amount of the Combined Advances on the last day of such Cumulative Tenant Period is less than Proceeds Amountor equal to $250 million, an amount equal to 80% of Excess Earnings Recapture for the Company applicable Cumulative Tenant Period; (C) Unless either (1) a Potential Default consisting of the nonpayment by the Borrower of any principal or interest due and payable under this Agreement or the California Loan Agreement or (2) an Event of Default shall apply all have occurred and be continuing on such Net Cash Proceeds Payment Date (other than the nonpayment on such Payment Date of the amount due on such Payment Date under this Section 2.04(b)(i) and under Section 2.04(b)(i) of the California Loan Agreement provided that the Borrower Operating Account contains on such Payment Date an amount at least equal to prepay the Loans aggregate amount 60 due), from and after the Payment Date following the Cumulative Tenant Period in which the manner set forth in aggregate outstanding principal amount of the Combined Advances on the last day of such Cumulative Tenant Period is less than or equal to $250 million, an amount equal to 75% of Excess Earnings Recapture for the applicable Cumulative Tenant Period; and (D) So long as either (1) a Potential Default consisting of the nonpayment by the Borrower of any principal or interest due and payable under this Agreement or the California Loan Agreement or (2) an Event of Default shall have occurred and be continuing on such Payment Date (other than the nonpayment on such Payment Date of the amount due on such Payment Date under this Section 2.08(b)(iv2.04(b)(i) and under Section 2.04(b)(i) of the California Loan Agreement provided that the Borrower Operating Account contains on such Payment Date an -------- amount at least equal to the aggregate amount so due), an amount equal to 100% of Excess Earnings Recapture for the applicable Cumulative Tenant Period. After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment Amounts paid pursuant to this Section 2.08(b)(i)2.04(b)(i) shall be applied first to ----- interest due on such Payment Date pursuant to Section 2.05 and second as a ------ prepayment of the aggregate outstanding principal amount of the Multistate Advances comprising the same Multistate Borrowings. In addition to the payment described above, on the November 1, 1994 Payment Date the Borrower will pay to the Agent an amount equal to the product of (y) the excess of the Estimated Unpaid Transaction Costs over the Transaction Costs paid by the Borrower after the Closing Date and (z) the fraction described in subclause (2) of clause (s) of the beginning of this Section, which payment will be applied in accordance with the Preceding sentence. (ii) Subject If the schedule delivered by the Borrower pursuant to Section 2.08(b)(vi), within three (36.03(d)(ii) Business Days after day of receipt by the Company or any of its Subsidiaries contains a calculation of the Net Cash Proceeds from Annualized Recapture Amount for the Specified SaleTenant Fiscal Year then ended that exceeds the Aggregate Recapture Amount for such Tenant Fiscal Year, the Company shall apply Borrower shall, no later than the time it delivers such schedule, make a payment in an amount equal to (s) the Applicable Prepayment Percentage product of such Net Cash Proceeds (if anyA) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received such excess amount multiplied by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as percentage (determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii2.04(b)(i)(A) through 2.04(b)(i)(D), ) applicable to the payment for the fourth Cumulative Tenant Period included in the Tenant Fiscal Year and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faithfraction, the proceeds so affected shall be disregarded for purposes numerator of determining which is the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then aggregate outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon the Multistate Advances on the date of redemption. No partial redemption or repurchase payment (before giving effect to such payment) and the denominator of which is the aggregate outstanding principal amount of the Loans prior Combined Advances on the date of payment (before giving effect to any AHYDO Redemption Date pursuant to any other provision such payment and the payment required by Section 2.04(b)(ii) of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).California Loan

Mandatory. (i) Subject in On any date that (A)(1) the sum of the outstanding principal amount of all respects Loans plus the Letter of Credit Exposure exceeds (2) the Facility Limit or (B)(1) thee sum of the principal amount of all Loans exceeds (2) the Loan Limit, as notified to the prepayment and cash collateralization requirements under Borrower by the Revolving Credit AgreementAdministrative Agent (with such calculation set forth in reasonable detail which shall be conclusive absent manifest error), and to the extent actually applied thereunderBorrower shall, within one Business Day, to the extent not applied pursuant of such excess, first prepay to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days Lenders on a pro rata basis the outstanding principal amount of the receipt by Loans, and second make deposits into the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior Collateral Account to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans provide cash collateral in the manner set forth in Section 2.08(b)(iv). After amount of such application, excess for the Net Cash Proceeds shall reset to zero upon the making Letter of a mandatory prepayment pursuant to this Section 2.08(b)(i)Credit Exposure. (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or If any of its Subsidiaries of the Credit Party receives any Net Cash Proceeds from in respect of any Prepayment Event, then the Specified SaleBorrower shall, no later than three Business Days following the Company shall receipt thereof, apply (A) in respect of any sale, transfer or other disposition of ABL Priority Collateral or receipt of Net Cash Proceeds in connection with a Casualty Event involving ABL Priority Collateral, an amount equal to the Applicable Prepayment Percentage 100% of such Net Cash Proceeds (if any) first to prepay to the Loans in Lenders on a pro rata basis the manner set forth in Section 2.08(b)(iv). If outstanding principal amount of the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in Loans, and second to make deposits into the Existing DIP Term Loan Agreement), Cash Collateral Account to provide cash collateral up to the amount of such credit bid Letter of Credit Exposure and, in each case, if any such ABL Priority Collateral was included in the calculation of the Borrowing Base, the Borrower shall be deemed to be Net Cash Proceeds deliver a Borrowing Base Certificate including pro forma adjustments for purposes such sale and/or Casualty Event concurrently with the making of any prepayment required by this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”2.4(c)(ii) and deliver a certificate signed by a Responsible Officer setting forth the amount(B) in respect of any other Prepayment Event, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50100% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required that were not used to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Facility.

Mandatory. (i) Subject If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of all respects such Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment and cash collateralization requirements under this Section in respect of such Net Cash Proceeds to the Revolving Credit Agreementextent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and have not otherwise applied is equal to or greater than Proceeds Amountbeen so reinvested, the Company Borrower shall apply all promptly prepay the outstanding Loans and L/C Obligations in the amount of such Net Cash Proceeds to prepay not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the Loans in relevant outstanding Obligations based on the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)principal amounts thereof. (ii) Subject to Section 2.08(b)(viIf after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), within three (3) other than equity securities issued in connection with the exercise of employee stock options, common stock issued to fund the prepayment, redemption or purchase of Senior Notes, and capital stock issued to the seller of an Acquired Business Days after day in connection with an Acquisition permitted hereby, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Company Borrower or any such Subsidiary of its Subsidiaries of the Net Cash Proceeds from the Specified Saleof such issuance, the Company Borrower shall apply prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) to prepay Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the Loans in relevant outstanding Obligations based on the manner set forth in Section 2.08(b)(iv)principal amounts thereof. If The Borrower acknowledges that its performance hereunder shall not limit the winning bid rights and remedies of the Lenders for any portion breach of assets Section 8.11 (Maintenance of Subsidiaries) or businesses that are part Section 9.1(i) (Change of a Specified Sale include a credit bid Control) hereof or any other terms of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Documents. (iii) Beginning with If after the Excess Cash Flow Period ending on December 31Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, 2014other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(e) hereof, the Company Borrower shall calculate Excess promptly notify the Administrative Agent of the estimated Net Cash Flow for such Excess Cash Flow Period no later than six months after the end Proceeds of such Excess issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Flow Period (Proceeds of such dateissuance, the “Excess Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Flow Calculation Date”Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) and deliver a certificate signed The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and necessary to reduce the calculation thereof in reasonable detail. If the Worldwide Cash as sum of the last day aggregate principal amount of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)Revolving Loans, the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) Swing Loans, and L/C Obligations then outstanding to the extent that such prepayment would cause (a) Worldwide Cash amount to be less than which the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000Revolving Credit Commitments have been so reduced. (ivv) Each prepayment Unless the Borrower otherwise directs, prepayments of principal pursuant to Loans under this Section 2.08(b1.8(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of each applicable Class up to Eurodollar Loans in the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereoforder in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.08(b1.8(b) shall be made together with any interest accrued to by the date payment of such prepayment on the principal amounts amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company L/C Obligations shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)9.4 hereof. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Within five Business Days after day of receipt by financial statements have been delivered pursuant to Section 6.01(a) and the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal related Compliance Certificate has been delivered pursuant to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement6.02(b), the Borrower shall prepay an aggregate principal amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount Loans equal to 50% of Excess Cash Flow for the fiscal year covered by such financial statements, provided that no prepayments shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio is equal to or less than 2.50:1 as of the last day of such fiscal year. (ii) If the Borrower or any of its Subject Subsidiaries Disposes of any property or assets in connection with a Subject Disposition which in the aggregate results in the realization by the Borrower or such Subject Subsidiary of Net Cash Proceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by the Borrower or such Subject Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of the first $20,000,000 of such Net Cash Proceeds received in each fiscal year from Subject Dispositions (to the extent not previously applied in such fiscal year to make mandatory prepayments of Term Loans under this Section 2.05(b)(ii)), it being understood that Net Cash Proceeds subject to this Section 2.05(b)(ii) applied in such fiscal year to make prepayments of Term Loans prior to receipt of such Net Cash Proceeds in excess of the $20,000,000 threshold described above shall be deemed to have been made as a mandatory prepayment under this Section 2.05(b)(ii)), within three Business Days after the Excess date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(ix) and (xi)); provided, however, that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Trigger Proceeds of such Subject Disposition in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives the Net Cash Proceeds of such Subject Disposition, (B) if the Borrower shall have delivered such notice, it may reinvest all or any portion of such Net Cash Proceeds in operating assets or Acquisitions permitted under Section 7.03(f) so long as within 365 days after the receipt of such Net Cash Proceeds, the purchase of such assets shall have been consummated, and (C) on the date the Borrower consummates such purchase of assets, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(ii) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(ii); provided further that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) Upon the sale or issuance by the Borrower or any of its Subject Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom within three Business Days of the date after receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi), provided that no prepayment shall be required under this Section 2.05(b)(iii) if the Consolidated Leverage Ratio after giving pro forma effect to the application of the proceeds of such sale or issuance is equal to or less than 2.50:1. (iv) Upon the incurrence or issuance by the Borrower or any of its Subject Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi). (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subject Subsidiary subject to the provisions of Section 2.05(b)(xi); provided that, with respect to proceeds of insurance and condemnation awards (or payments in lieu thereof), (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested in the manner set forth in the first proviso of Section 2.05(b)(ii) so long as such reinvestment is to restore, repair or replace the assets or property or purchase other assets with substantially the same utility and in the same line of business in respect of which such Net Cash Proceeds were received, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(v) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(v); provided further that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (vi) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (vii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term B Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (viii) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, fourth, shall be used to Cash Collateralize the L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Notwithstanding any of the provisions of Section 2.05(b)(ii), so long as no Default shall have occurred and be continuing, if, on any date, the aggregate amount of Net Cash Proceeds required by Section 2.05(b)(ii) to be applied to prepay Loans is less than $1,000,000, then the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds required under Section 2.05(b)(ii) to be applied to prepay Loans equals or exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Section 4.02, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event Default, upon the request of the Required Lenders, the Borrower shall immediately prepay the Loans no later than 45 days in the amount of all Net Cash Proceeds received by the Borrower that are required to be applied to prepay Loans under Section 2.05(b)(ii) (without giving effect to the first and second sentences of this clause (ix)) but which have not previously been so applied. (x) Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) if, following the Excess occurrence of any “Asset Disposition” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale”) is defined in any Material Debt Document) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the “Net Available Cash” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Net Proceed”) as defined in any Material Debt Document) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Available Cash” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Offer” (as such term is defined in the Senior Subordinated Notes Indenture or any analogous term (such as “Asset Sale Offer”) as defined in any Material Debt Document) in connection with such “Asset Disposition”, and the Borrower shall have failed to so commit or to so apply an amount equal to such “Net Available Cash” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Net Available Cash”, and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Net Available Cash” the Borrower would otherwise be required to make an “Offer” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Net Available Cash” to be applied to the payment of the Loans and L/C Borrowings and to Cash Flow Calculation Date Collateralize the L/C Obligations in the manner set forth in Section 2.08(b)(iv); provided that no prepayment 2.05(b) in such amounts as shall be required pursuant to this Section 2.08(iii) to excuse the extent that Borrower from making any such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000“Offer”. (xi) Notwithstanding the provisions of Sections 2.05(b)(i), (ii), (iii), (iv) Each and (v), if any mandatory prepayments under any such clause of this Section 2.05(b) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of principal pursuant Eurodollar Loans prior to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturityPeriod, any additional amounts which so long as no Default has occurred and is continuing, the Company shall be obligated to reimburse to Borrower may defer the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice making of any such mandatory prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions until the earlier of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion last day of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), Interest Period and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay date thirty days after the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any date on which such mandatory prepayment would otherwise have been required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)made. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the amount of all respects such Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or a Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment and cash collateralization requirements under this Section in respect of such Net Cash Proceeds to the Revolving Credit Agreementextent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and have not otherwise applied is equal to or greater than Proceeds Amountbeen so reinvested, the Company Borrower shall apply promptly prepay the Loans (or all outstanding Loans and L/C Obligations if an Event of Default exists) in the amount of such Net Cash Proceeds to prepay not so reinvested. If the Borrower has not prepaid the Loans in the manner set forth in Section 2.08(b)(iv). After such application, with the Net Cash Proceeds received as described in clause (i) above and if the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall reset be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to zero upon disburse amounts representing such proceeds from the making Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of a mandatory prepayment pursuant to this Section 2.08(b)(i)replacing, rebuilding or restoring such Property. (ii) Subject If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to Section 2.08(b)(vi), within three (3) Business Days after day be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Company Borrower or any such Subsidiary of its Subsidiaries of the Net Cash Proceeds from the Specified Saleof such issuance, the Company Borrower shall apply prepay the Loans in an aggregate amount equal to 100% of the Applicable Prepayment Percentage amount of such Net Cash Proceeds (if any) to prepay Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the Loans in rights and remedies of the manner set forth in Section 2.08(b)(iv). If the winning bid Lenders for any portion breach of assets Section 8.7 hereof or businesses that are part any other terms of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)Documents. (iii) Beginning If after the Closing Date the Borrower or any Subsidiary shall receive any “Employer Reversion” (as defined in Section 4980(c)(2) of the Code), the Borrower shall promptly notify the Administrative Agent of such amount. Promptly upon receipt by the Borrower or such Subsidiary of such amount, and after deduction for all income, excise and other federal, state and local taxes, penalties and interest due with respect to such Employer Reversion under the Code or any other applicable law, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the net amount after such deductions. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the Excess Cash Flow Period ending on December 31, 2014exercise of employee stock options and capital stock issued to the seller of an Acquired Business in connection with an Acquisition permitted hereby, the Company Borrower shall calculate Excess promptly notify the Administrative Agent of the estimated Net Cash Flow for such Excess Cash Flow Period no later than six months after the end Proceeds of such Excess issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Flow Period (Proceeds of such dateissuance, the “Excess Borrower shall prepay the Loans in an aggregate amount equal to 75% of the amount of such Net Cash Flow Calculation Date”Proceeds. (v) and deliver a certificate signed The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations in accordance with Section 9.4 by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and necessary to reduce the calculation thereof in reasonable detail. If the Worldwide Cash as sum of the last day aggregate principal amount of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”)Revolving Loans, the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) Swing Loans, and L/C Obligations then outstanding to the extent that such prepayment would cause (a) Worldwide Cash amount to be less than which the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000Revolving Credit Commitments have been so reduced. (ivvi) Each prepayment Unless the Borrower otherwise directs, prepayments of principal pursuant to Loans under this Section 2.08(b1.8(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of each applicable Class up to Eurodollar Loans in the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereoforder in which their Interest Periods expire. Each prepayment made pursuant to of Loans under this Section 2.08(b1.8(b) shall be made together with any by the payment of the principal amount to be prepaid and accrued interest accrued thereon to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment Eurodollar Loan or Swing Loan, together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company L/C Obligations shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)9.4 hereof. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject The Term A Commitments shall automatically terminate in whole on the Term A Facility Termination Date and all respects to Advances made thereunder shall be repaid in full, no later than the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days fifth anniversary of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Term A Draw Date. (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by On the Company or any of its Subsidiaries date of the Net Cash Proceeds Term B Borrowing, after giving effect to such Term B Borrowing, and from time to time thereafter upon each repayment or prepayment of the Specified SaleTerm B Advances, the Company aggregate Term B Commitments of the Term B Lenders shall apply be automatically and permanently reduced, on a pro rata basis, by an amount equal to the Applicable Prepayment Percentage of amount by which the aggregate Term B Commitments immediately prior to such Net Cash Proceeds (if any) to prepay reduction exceed the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the aggregate unpaid principal amount of such credit bid the Term B Advances then outstanding; PROVIDED, HOWEVER, that the Term B Commitments shall terminate, and all Advances made thereunder shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)repaid in full, no later than December 31, 2005. (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months On and after the end date that all Term A Advances and Term B Advances shall have been repaid in full the Revolving Credit Facility shall be automatically and permanently reduced on each date on which prepayment thereof is required to be made pursuant to Section 2.6(b)(i), (ii), (iii) or (iv) in an amount equal to the applicable Reduction Amount, PROVIDED that each such reduction of such Excess Cash Flow Period the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments. (such date, iv) The Letter of Credit Facility shall be permanently reduced from time to time on the “Excess Cash Flow Calculation Date”) and deliver a certificate signed date of each reduction in the Revolving Credit Facility by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and by which the calculation thereof in reasonable detail. If the Worldwide Cash as amount of the last day Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)Revolving Credit Facility. (v) The Agent In the event the Closing Date shall give prompt notice not have occurred by October 30, 1998, then all of any prepayment required under the Commitments shall be automatically terminated and this Section 2.08(b) to LendersAgreement shall be of no further force or effect. (vi) Notwithstanding any other provisions the foregoing in clauses (i), (ii), (iii), (iv) and (v) of this Section 2.08(b2.5(b), (Ain the event the Term A Borrowing is not consummated on or prior to the Term A Facility Termination Date other than by reason of the breach, if any, by any Lender(s) with respect only of its obligation hereunder to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(imake its Term A Advance), to then all of the extent that applicable law would effectively (1) prohibit or delay Commitments shall automatically and immediately terminate and all the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected outstanding Advances shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans payable in accordance with clause (ix) of Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv2.6(b). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending December 31, 2017) minus (B) the sum of (without duplication) (1) all respects voluntary prepayments of Term Loans (excluding prepayments pursuant to Section 2.06(a)(iv)) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.06(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due to the prepayment and cash collateralization requirements under extent the Revolving Credit AgreementCommitments are permanently reduced by the amount of such payments, but in the case of each of the immediately preceding clauses (1) and to the extent actually applied thereunder(2), to the extent not applied pursuant to such prepayments are funded with Internally Generated Cash; provided that (x) the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, percentage of Excess Cash Flow for such Excess Cash Flow Period and specified in clause (A) above shall instead be 25% if the calculation thereof in reasonable detail. If the Worldwide Cash Consolidated First Lien Net Leverage Ratio as of the last day of the applicable Excess fiscal year covered by such financial statements was less than or equal to 3.75 to 1.00 but greater than 3.25 to 1.00 and (y) no payment of any Term Loans shall be required under this Section 2.06(b)(i) if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (m), (o), (p), (q), (r) or (s)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Flow Period exceeds $800,000,000 Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds, Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds received; provided that, if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase or prepay Permitted Pari Passu Secured Refinancing Debt or Incremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Permitted Pari Passu Secured Refinancing Debt or Incremental Equivalent Debt or other Indebtedness permitted by Section 7.03 that is secured on a pari passu basis with the Obligations (or, in each case, any Indebtedness pursuant to a Permitted Refinancing in respect thereof) required to be offered to be so repurchased or prepaid, “Excess Cash Trigger AmountOther Applicable Indebtedness”), then the Company Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall apply an not exceed the amount equal of such net proceeds required to 50% be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of Excess Cash Flow above such net proceeds shall be allocated to the Excess Cash Trigger Amount Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.06(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans no later than 45 days following in accordance with the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv)terms hereof; provided provided, further that no such prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A2.06(b)(ii) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected that the Borrower shall be disregarded for purposes have, on or prior to such date, given written notice to the Administrative Agent of determining the amount of any mandatory prepayment required its intent to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans reinvest in accordance with Section 2.08(b)(iii2.06(b)(ii)(B), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).;

Mandatory. (i) Subject in all respects On the date of the Term Loan Borrowing, after giving effect to such Term Loan Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan Advances, the aggregate Term Loan Commitments of the Term Loan Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the prepayment and cash collateralization requirements under amount by which the Revolving Credit Agreementaggregate Term Loan Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan Advances then outstanding; provided, however, that the Term Loan Commitments shall terminate, and to the extent actually applied thereunderall Advances made thereunder shall be repaid in full, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other no later than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i)Term Loan Termination Date. (ii) Subject On and after the date that all Term Loan Advances shall have been repaid in full, the Revolving Credit Facility shall be automatically and permanently reduced on each date on which prepayment thereof is required to be made pursuant to Section 2.08(b)(vi2.06(b)(i), within three (3ii), (iii), (iv) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply (v) in an amount equal to the Applicable Prepayment Percentage applicable Reduction Amount, provided that each such reduction of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid Revolving Credit Facility shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii)made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments. (iii) Beginning with The Letter of Credit Facility shall be permanently reduced from time to time on the Excess Cash Flow Period ending on December 31, 2014, date of each reduction in the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed Revolving Credit Facility by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and by which the calculation thereof in reasonable detail. If the Worldwide Cash as amount of the last day Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000Revolving Credit Facility. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in In the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c).event that: (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License the Offer Documents are not posted on or Casualty Event described in Section 2.08(b)(i), prior to the extent that applicable law would effectively twenty-eighth (128th) prohibit or delay day following the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or Announcement Date; (2B) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by and/or Bidco withdraws the Company in good faith, Offer or the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans Offer lapses in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the City Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).;

Mandatory. (i) Subject If the Administrative Agent notifies the Borrower at any time that the Total Outstandings in all respects to respect of Revolving Loans at such time exceed the prepayment and cash collateralization requirements under the Aggregate Revolving Credit AgreementCommitments then in effect, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateralthen, within three (3) two Business Days after receipt of such notice, the receipt by Borrower shall prepay Revolving Loans in an aggregate principal amount at least equal to such excess. (ii) In the Company event that the Borrower or any of its Subsidiaries of receives any Net Cash Proceeds from Asset Sales (including into escrow) of any incurrence, issuance, offering or Casualty Events placement of Indebtedness for borrowed money (other than the Specified SaleExcluded Debt) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater any issuance of equity securities or equity-linked securities (other than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(viExcluded Equity), within three (3) Business Days in each case on or after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified SaleEffective Date, the Company shall apply an amount equal to the Applicable Prepayment Percentage then 100% of such Net Cash Proceeds (if any) shall be applied, not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds, to prepay the Loans in and permanently reduce the manner Commitments as set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii2.05(c). (iii) Beginning with In the Excess event that the Borrower or any of its Subsidiaries receives any Net Cash Flow Period ending on December 31Proceeds (including cash equivalents) of any Prepayment Asset Sale (other than any such Net Cash Proceeds that are reinvested in the business within six months (or nine months, 2014to the extent committed to be reinvested within six months) following receipt), the Company then 100% of such Net Cash Proceeds shall calculate Excess Cash Flow for such Excess Cash Flow Period no be applied, not later than six months after three Business Days following the end receipt by the Borrower or any such Subsidiary of such Excess Net Cash Flow Period (such dateProceeds, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following and permanently reduce the Excess Cash Flow Calculation Date in the manner Commitments as set forth in Section 2.08(b)(iv2.05(c); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(bThe Borrower shall promptly (and not later than the third Business Day following receipt thereof) shall be applied in notify the following order: (x) first, to the ratable prepayment Administrative Agent of the First Lien Loans until all such Loans have been prepaid in fullreceipt by the Borrower or, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturityas applicable, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b)its Subsidiaries, (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected referred to in clauses (ii) and (iii) above and such notice shall be disregarded for purposes accompanied by a reasonably detailed calculation of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv)Proceeds. (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i).[reserved] (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii).[reserved] (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000[Reserved]. (iv) Each prepayment of principal pursuant If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))), the Borrower shall cause to this Section 2.08(b) shall be applied in the following order: (x) first, offered to the ratable prepayment of the First Lien Loans until all such Loans have been be prepaid in full, and second accordance with clause (b)(vii) below an aggregate principal amount of Loans in an amount equal to the ratable prepayment 100% of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c)Net Proceeds. (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders[reserved]. (vi) Notwithstanding Except with respect to Loans incurred in connection with any other provisions Refinancing Amendment, Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with their terms), each prepayment of Loans pursuant to clause (iv) of this Section 2.08(b)2.05(b) shall be applied, first, ratably to each Class of Loans then outstanding (Aprovided that (i) any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans, Extended Loans, or Refinancing Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans, Extended Loans or Refinancing Loans; provided further, with respect only to any Asset Saleeach Class of Loans, IP License or Casualty Event described in each prepayment pursuant to clause (iv) of this Section 2.08(b)(i), 2.05(b) shall be applied to the extent that applicable law would effectively (1scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) prohibit or delay as directed by the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if Borrower, or, absent such Net Cash Proceeds were so repatriateddirection, in each case as determined by the Company in good faith, the portion direct order of maturity of such Net Cash Proceeds so affected installment). (vii) The Borrower shall be disregarded for purposes of determining notify the amount Lender in writing of any mandatory prepayment required to be made under pursuant to this Section 2.08(b2.05(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three least four Business Days thereafter) (and whether or not any prior to the date of such Net Cash Proceeds are actually repatriatedprepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. (viii) [reserved] (ix) With respect to each prepayment of Loans required pursuant to Section 2.05(b), the Company shall prepay Lender will have the right to refuse such offer of prepayment. Any prepayment refused by the Lender may be retained by the Borrower. (x) In connection with any mandatory prepayments by the Borrower of the Loans in accordance with pursuant to this Section 2.08(b)(iii2.05(b), and (B) with respect only such prepayments shall be applied on a pro rata basis to any Excess Cash Flow prepayment described the then outstanding Loans of the applicable Class or Classes being prepaid. Notwithstanding anything to the contrary in this Section 2.08(b)(iii2.05(b), (i) mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequencesthat, as determined by the Company in good faithif following such repayment, the proceeds so affected shall be disregarded for purposes of determining Loan Party would have insufficient funds to make a REIT Distribution and (ii) the amount of any mandatory prepayment required shall furthermore be reduced if the Borrower determines in good faith that the payment of any distribution is necessary either to be made maintain the Borrower’s status as a real estate investment trust under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take Code or to cause enable the applicable Subsidiary Borrower to promptly take (as the case may be) all actions required avoid payment of any Tax that could be avoided by reason of a distribution by the applicable local law to permit Borrower; provided that such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under reduction shall not exceed the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation needed to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)distribution or maintain such status.

Mandatory. Without limiting anything contained herein, the Borrower agrees to the following: (i) Subject in all respects if at any time any Loan remains outstanding for five (5) or more Business Days after such Loan was advanced by the Lenders, the Borrower shall immediately and without notice or demand pay over the amount of such Loan to the prepayment and cash collateralization requirements under Administrative Agent for the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days account of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time Lenders as and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of for a mandatory prepayment pursuant to this Section 2.08(b)(i).on such Obligations; (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by if at any time the Company or any of its Subsidiaries sum of the Net Cash Proceeds from principal amount of the Specified SaleReserve Loans then outstanding shall be in excess of the Borrowing Base (Reserve) as then determined and computed, the Company Borrower shall apply immediately and without notice or demand pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on such Obligations; (iii) without notice or demand, prepay any Reserve Loan on the Business Day immediately following the next computation date of the Reserve Account in an amount equal to the Applicable Prepayment Percentage lesser of (A) the full amount of such Net Cash Proceeds Reserve Loan and (if anyB) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed excess cash that is permitted to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii).withdrawn from the Reserve Account; (iiiiv) Beginning with the Excess Cash Flow Period ending Borrower shall, on December 31each date the Commitments are reduced pursuant to Section 1.10 hereof, 2014prepay the Revolving Loans and Swing Loans, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and necessary to reduce the calculation thereof in reasonable detail. If the Worldwide Cash as sum of the last day aggregate principal amount of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Revolving Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) and Swing Loans then outstanding to the extent that such prepayment would cause (a) Worldwide Cash amount to be less than which the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans Commitments have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid so reduced; and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) Without limiting the Borrower’s obligation to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay repay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter Section 1.7(b), on any Business Day in a calendar month (other than the Company’s obligation last Business Day in a calendar month), if (A) the sum of (x) the number of Business Days remaining in such calendar month (not including such Business Day) plus (y) the number of Zero Loan Days occurring in such calendar month on or prior to make any Mandatory Principal Redemption with respect such Business Day is less than (B) five (5), then the Borrower shall immediately and without notice or demand pay over the amount of such Loan to any Loans that remain outstanding the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii)Obligations.

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements under The Borrower shall, on each date the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied Commitments are reduced pursuant to Section 1.14 hereof, prepay the Revolving Credit Agreement with respect to Revolving Credit Facility CollateralLoans and Swing Loans and, within three (3) Business Days of if necessary, prefund the receipt L/C Obligations by the Company or any of its Subsidiaries of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such credit bid shall be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and necessary to reduce the calculation thereof in reasonable detail. If the Worldwide Cash as sum of the last day aggregate principal amount of Revolving Loans, Swing Loans, and L/C Obligations then outstanding to the applicable Excess Cash Flow Period exceeds $800,000,000 amount to which the Revolving Credit Commitments have been so reduced with each such prepayment first to be applied to the Swing Loans until payment in full thereof, then to the Revolving Loans until payment in full thereof, with any remaining balance to be held by the Administrative Agent as collateral security for the L/C Obligations. (ii) If after the “Excess Cash Trigger Amount”Effective Date the Borrower shall issue new equity securities (whether common stock, preferred stock, or otherwise), the Company Borrower shall apply promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Borrower of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 50% of Excess the amount of such Net Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no Proceeds. The amount of each such prepayment shall be required pursuant to this Section 2.08(iii) applied first to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien outstanding Term Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid paid in full and (y) first to outstanding Base Rate Loans of each applicable Class up then to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid andRevolving Credit (which, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period Revolving Credit, may be reborrowed or at its maturity, any additional amounts which the Company shall be obligated to reimburse otherwise readvanced subject to the Lenders terms and conditions hereof). Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment in respect thereof pursuant connection with the issuance of new equity securities to Section 9.04(c)the corporate officers or the board of directors of the Borrower or any of its Subsidiaries. (viii) The Agent If the Borrower or any Subsidiary shall give prompt notice at any time or from time to time make or agree to make a Disposition or shall suffer an Event of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) Loss with respect only to any Asset SaleProperty, IP License then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Casualty Event described of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in Section 2.08(b)(i)respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the extent amount of all such Net Cash Proceeds; provided that applicable law would effectively (1x) prohibit so long as no Default or delay the repatriation Event of Default then exists, this subsection shall not require any such prepayment with respect to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if account of an Event of Loss so long as such Net Cash Proceeds were are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $1,000,000 in the aggregate so repatriatedlong as no Default or Event of Default then exists, and (z) in each the case of any Disposition not covered by clause (y) above, so long as determined by no Default or Event of Default then exists, if the Company Borrower states in good faithits notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the portion Net Cash Proceeds thereof in assets of the kind then used or useable in the business of the Borrower or any of its Subsidiaries, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds so affected shall be disregarded for purposes of determining to the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of extent such Net Cash Proceeds are actually repatriated)reinvested in such replacement assets with such 180-day period. Promptly after the end of such 180-day period, the Company Borrower shall prepay notify the Loans Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii)such replacement assets and, to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is such Net Cash Proceeds have not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faithbeen so reinvested, the proceeds so affected Borrower shall be disregarded for purposes of determining promptly prepay the Obligations in the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion so reinvested. The amount of each such Loan then outstanding equal prepayment shall be applied first to the Mandatory Principal Redemption Amount outstanding Term Loans until paid in full and then to the outstanding Revolving Credit (each such redemptionwhich, a “Mandatory Principal Redemption”in the case of the Revolving Credit, may be reborrowed or otherwise readvanced subject to the terms and conditions hereof). The redemption price for If the portion Administrative Agent or the Required Lenders so request, all proceeds of each Loan thus redeemed such Disposition or Event of Loss shall be 100% of deposited with the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption Administrative Agent (or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule its agent) and held by it in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).the

Mandatory. (i) Subject in all respects to the prepayment and cash collateralization requirements Borrower’s rights under clause (iii) of this Section 2.06(b) below, the Revolving Credit AgreementBorrower shall, and to on the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days date of the receipt of any Net Cash Proceeds by the Company any Loan Party or any of its Subsidiaries at any time after the Effective Date, offer to the Lenders to prepay, at 100% of the principal amount being prepaid, an aggregate principal amount of the Term Loans or deposit into the Collateral Account an amount equal to the amount of such Net Cash Proceeds. Subject to allocation among the Interest Bearing Component and the Non-Interest Component as set forth in Section 2.05, each such prepayment accepted by the Lenders shall be applied ratably to each of the Term Loans on a pro rata basis. Each Lender shall have the right to reject any offered mandatory prepayment under this Section 2.06(b)(i) and, if a Lender does so reject an offered mandatory prepayment, the Borrower will offer to the Lenders that have agreed to accept the offered prepayment to prepay to such Lenders ratably the amount of such prepayment so rejected. Any amount of Net Cash Proceeds from Asset Sales or Casualty Events (other than the Specified Sale) when aggregated with which all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, the Company shall apply all such Net Cash Proceeds to prepay the Loans in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of Lenders reject as a mandatory prepayment pursuant to under this Section 2.08(b)(i)2.06(b) may be retained and used by the Borrower subject to compliance with the other requirements of the Loan Documents. (ii) Subject The Borrower shall, commencing on March 31, 2011, and on each subsequent anniversary of such date that occurs prior to Section 2.08(b)(vi)the Maturity Date, within three (3) Business Days after day of receipt by offer to the Company or any of its Subsidiaries Lenders to prepay, at 100% of the Net principal amount being prepaid, a principal amount of the Term Loans equal to fifty percent (50%) of the Free Cash Proceeds from Flow for the Specified Salecalendar year then most recently ended. Each Lender shall have the right to reject any offered mandatory prepayment under this Section 2.06(b)(ii) and, if a Lender does so reject such an offered mandatory prepayment, the Company shall apply an amount equal Borrower will offer to the Applicable Prepayment Percentage of such Net Cash Proceeds (if any) Lenders that have agreed to accept the offered prepayment to prepay the Loans in the manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), to such Lenders ratably the amount of such credit bid shall be deemed to be Net prepayment so rejected. Any amount of Free Cash Proceeds for purposes of Flow that all Lenders reject as a mandatory prepayment under this Section 2.08(b)(ii2.06(b)(ii) may be retained and used by the Borrower subject to compliance with the other requirements of the Loan Documents. In the event one or more Lenders accept in writing the Borrower’s offer to prepay the Term Loans pursuant to this Section 2.06(b)(ii), the Borrower shall make such prepayment not later than April 30 of the applicable calendar year. (iii) Beginning with Notwithstanding anything to the Excess Cash Flow Period ending contrary contained in subsection (b)(i) of this Section 2.06, so long as no Event of Default shall have occurred and be continuing, if, on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver any date on which a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as prepayment of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Term Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall would otherwise be required pursuant to subsection (b)(i) of this Section 2.08(iii) 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay the Term Loans on such date are less than or equal to $5,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsections to be applied to prepay the Term Loans exceeds $10,000,000, at which time the aggregate amount of all Net Cash Proceeds received and not applied to prepay the Term Loans shall be required to be offered as a prepayment of the Term Loans in accordance with Section 2.06(b)(i). Upon the occurrence of an Event of Default and upon demand from the Administrative Agent, the Borrower shall immediately prepay the Term Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay the Term Loans in accordance with this Section 2.06 (without giving effect to the extent that such prepayment would cause first and second sentences of this subsection (ab)(iii)) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000but which have not previously been so applied. (iv) Each prepayment of principal pursuant to All prepayments under this Section 2.08(b) shall be applied in the following order: subsection (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section 2.08(bb) shall be made together with any (A) accrued interest accrued to the date of such prepayment on the principal amount of the Interest Bearing Component of the Term Loans then being prepaid and (B) any amounts prepaid and, in the case of any prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof owing pursuant to Section 9.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).