Common use of Prepayments, Etc. of Indebtedness Clause in Contracts

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).

Prepayments, Etc. of Indebtedness. (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) the Senior Subordinated Notes or any such other Subordinated Debt Documents shall not be prohibited by this clauseIndebtedness (collectively, “Junior Financing”), except for (iA) the refinancing thereof withwith the Net Cash Proceeds of, or the in exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing Indebtedness, (iiB) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of Refinancing Indebtedness and payments the Management Fee Agreement with the proceeds of cash in lieu of fractional sharesany other Junior Financing otherwise permitted by Section 7.03, (iiiD) prepayments, redemptions, purchases, defeasances and other payments thereof in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 7.06, not to exceed the sum of (1) the greater of $35,000,000 40,000,000 and 3.25% of Total Assets, in each case determined at the aggregate time of such payment, and (iv2) other the amount of Excluded Contributions previously received by Holdings, (E) prepayments, redemptions, purchases, defeasances and other payments with in respect thereof of Junior Financings prior to their scheduled maturity (provided that, at so long as on a pro forma basis on the time of date any such prepaymentpayment is made, redemption, purchase, defeasance or other payment, (x) the Consolidated Net Leverage Ratio is less than 3.0 to 1.0 and no Specified Event of Default has occurred and is continuing or would result therefrom and therefrom, (yF) if the Total Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period, (after giving Pro Forma Effect effect to such prepayment, redemption, purchase, purchase or defeasance or other payment, on a pro forma basis) is not greater than 4.5 to 1.0, and so long as no Default has occurred and is continuing or would result therefrom, the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant Available Amount at such time)time and (G) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings from the net cash proceeds of Equity Interests (other than Disqualified Equity Interests) of Holdings or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation.

Prepayments, Etc. of Indebtedness. (a) PrepayNo Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated payment in violation of any subordination terms of, any unsecured Funded Debt, junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (it being understood that a) regularly scheduled payments of regularly scheduled interestprincipal and interest in respect of such Funded Debt in accordance with the terms of, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness constitutes a Permitted RefinancingFunded Debt was issued or incurred or any subordination agreement in respect of such Funded Debt (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (iib) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be permitted to be distributed to NEE Partners pursuant to Section 6.19(f), (c) prepayments and repayments of such Funded Debt made with the conversion thereof to Equity Interests proceeds of Permitted Refinancing Indebtedness in respect thereof, (other than Disqualified Equity Interestsd) of the Borrower and payments of cash in lieu of fractional shares, amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (iiie) other prepayments, redemptionsrepayments, purchases, defeasances and other payments thereof prior to their scheduled maturity redemptions or similar transactions in an aggregate amount not to exceed $35,000,000 in the aggregate greater of (i) US$25,000,000 and (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity 1.00% of Total Assets (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio which shall be measured as of the last day of the most recently ended Test Period, after giving Pro Forma Effect date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timethis clause (e)).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Junior Financing (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments interest under any the Junior Financing Documents relating to such Subordinated Debt Documents Junior Financing shall not be prohibited by this clausepermitted), except for (i) the refinancing Refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a with Permitted Refinancing)Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesHoldings or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and Available Equity Amount, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, so long as the Payment Conditions have been satisfied at the time of any such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and payment is continuing or would result therefrom and (y) made based upon the Total Net Leverage Ratio as of the last day of the Section 6.01 Financials most recently ended Test Period, after giving Pro Forma Effect delivered on or prior to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).date;

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments of cash in lieu of fractional sharesor any parent entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A)(1) the greater of, at the time made, (x) $35,000,000 in the aggregate 215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus the Available Amount (iv) [reserved], (v) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time as part of any such prepayment, redemption, purchase, defeasance or other an applicable high yield discount obligation catch-up payment, (xvi) no Specified Event other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of Default has occurred cash contributions made after the Closing Date to the Parent Borrower in exchange for Qualified Equity Interests of the Parent Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and is continuing except to the extent such cash contributions increase the Available Amount, constitute a Cure Amount or would result therefrom “Cure Amount” (as defined in the Term/Revolver Facility), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Parent Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable thereto and (yviii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Payment Conditions are satisfied on a Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Basis.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 in the aggregate 34,000,000 and (ivy) other prepayments20.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, redemptionsplus (B) the Available Amount, purchasesplus (C) without duplication, defeasances and other payments with respect thereof prior to their scheduled maturity the Excluded Contribution Amount (provided that, that (x) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount”), no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom) and (iv) additional prepayments, redemptions, purchases, defeasances and other payments thereof; provided that, at the time of such prepayment, redemption, purchase, defeasance and other payment, (xi) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (yii) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)2.50:1.00.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 25,000,000 and (y) 20% of Consolidated EBITDA of the Parent, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parent, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemptionwould be no greater than 3.50:1.00); provided that no prepayments, purchaseredemptions, defeasance purchases, defeasances or other payment, is not greater than payments may be made pursuant to this Section 7.08(a)(iii)(B) and Section 7.08(a)(iv) during the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Bridge Period.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, interest and AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesany Company or its direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (A) in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j) and any Investments outstanding pursuant to Section 7.02(bb), not to exceed $500,000,000 and (B) in an amount not to exceed $35,000,000 in the aggregate Available Amount (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment pursuant to this clause (iii)(B), (1) no Default shall have occurred and be continuing or would result therefrom and (2) the Fixed Charge Coverage Ratio of the Companies as of the last day of the most recently ended Test Period is greater than 2.00:1.00) and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments pursuant to this clause (iv), (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Companies as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.25:1.00).. 137

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interestprincipal, AHYDO payments interest and mandatory prepayments under shall be permitted) any such Subordinated Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Ratio Debt Documents shall not be prohibited or any other Indebtedness for borrowed money of a Credit Party, in each case, that is (x) unsecured or (y) subordinated in right of payment to the Loan Obligations expressly by this clauseits terms or to the Lien securing the Collateral expressly by its terms (other than Indebtedness among the Borrower and its Restricted Subsidiaries) to the extent permitted by any applicable subordination provisions (collectively, “Junior Debt”), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)Refinancing thereof, (ii) the conversion thereof of any such Junior Debt to Equity Interests Capital Stock (other than Disqualified Equity InterestsStock) of the Borrower and payments from the substantially concurrent issuance of cash in lieu new shares of fractional sharesits common stock or other common equity interests, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior repayments in respect to their scheduled maturity Junior Debt in an aggregate amount not to exceed $35,000,000 in exceed, together with the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior amount of all Restricted Payments made pursuant to their scheduled maturity (provided thatSection 8.06(h), at the time of any such prepayment, redemption, purchase, defeasance or other paymentrepayment is made, the sum of (x) no Specified Event the greater of Default has occurred (a) $50,000,000 and is continuing or would result therefrom (b) 2.25% of Total Assets and (y) the Total Net Leverage Ratio as Cumulative Equity Credit, and (iv) prepayments, redemptions, purchases, defeasances and other repayments in respect of the last day of the most recently ended Test PeriodJunior Debt so long as, after giving Pro Forma Effect effect to such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance or defeasances and other paymentrepayments, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)Payment Conditions are satisfied.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments MVWC or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of, at the time made, (x) $35,000,000 115,000,000 and (y) 15.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount minus (C) the amount of any Investments made pursuant to Section 7.02(t) using unused amounts reallocated from this Section 7.08(a)(iii) (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clause (b) of the aggregate definition of “Available Amount,” no Event of Default shall have occurred and be continuing or would result therefrom, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (y) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 2.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than MVWC (and then contributed from MVWC to a Borrower) in exchange for Qualified Equity Interests of MVWC (and when contributed to a Borrower, in exchange for Qualified Equity Interests of a Borrower), such contributions are utilized, except to the maximum Total Net Leverage Ratio extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount or constitutes a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among MVWC and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto.

Prepayments, Etc. of Indebtedness. (a) PrepayThe Parent Entity will not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under interest shall be permitted) any such Subordinated Debt Documents shall not be prohibited by this clause)Restricted Indebtedness or make any payment in violation of any subordination terms of any Restricted Indebtedness, except for (i) refinancing of Restricted Indebtedness with the refinancing thereof with, or the exchange thereof for, Net Cash Proceeds of any Permitted Refinancing Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing)in respect thereof, (ii) the conversion thereof of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesParent Entity, (iii) the prepayment of Restricted Indebtedness of the Parent Entity or any Restricted Subsidiary to the Parent Entity or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in respect of Restricted Indebtedness in an aggregate amount not to exceed $35,000,000 in the aggregate Available Amount so long as (1) no Event of Default has occurred and is continuing and (iv2) other after giving effect to such prepayment, on a Pro Forma Basis the Parent Entity would be in compliance with Section 6.09 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (v) prepayments, redemptions, purchases, defeasances and other payments with in respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, Restricted Indebtedness so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) after giving effect to such prepayment, on a Pro Forma Basis the Total Net Consolidated Leverage Ratio would be less than or equal to 1.5 to 1.0 as of the last day of the most recently ended Test recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), (vi) prepayments, redemptions, purchases or defeasances of Restricted Indebtedness out of the net cash proceeds of a sale of Qualified Equity Interests (other than a sale to the Parent Entity or a Restricted Subsidiary) to the extent such net cash proceeds are excluded from the calculation of the Available Amount, (vii) prepayments, redemptions, purchases, defeasances and other payments in an aggregate amount not to exceed, together with the aggregate amount of Restricted Payments made pursuant to Section 6.04(j) and the aggregate amount of Investments made pursuant to Section 6.05(t), $500,000,000 and (viii) any prepayments, redemptions, purchases, defeasances and other payments in respect of Restricted Indebtedness made during a Covenant Suspension Period. Except during a Covenant Suspension Period, after giving Pro Forma Effect Parent will not, and will not permit any of its Restricted Subsidiaries to, amend, modify or change in any manner materially adverse to such prepayment, redemption, purchase, defeasance the interests of the Lenders any term or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time)condition of any Restricted Indebtedness.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the date that is one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments Holdings or any of cash in lieu of fractional sharesits direct or indirect parents, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of, at the time made, (x) $35,000,000 165,000,000 and (y) 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing amounts specified in clause (b) of the aggregate definition of “Available Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom, (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 2.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than Holdings (and then contributed from Holdings to the maximum Total Net Leverage Ratio US Borrower) in exchange for Qualified Equity Interests of Holdings (and when contributed to the US Borrower, in exchange for Qualified Equity Interests of the US Borrower), such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, - 148 - Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount or constitutes a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among Holdings and its Subsidiaries permitted under ‎Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto.

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with 134 respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto.

Prepayments, Etc. of Indebtedness. (a) PrepayNone of any Loan Party nor any of its Restricted Subsidiaries will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof withmanner, or the exchange thereof formake any payment in violation of any subordination terms of, any Indebtedness (other than Indebtedness incurred pursuant to the extent such Indebtedness constitutes a Permitted Refinancingany clause of Section 7.17 other than clause (b)), except (iia) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) prepayment of the Borrower and payments Loans in accordance with the terms of cash in lieu of fractional sharesthis Agreement, (iiib) prepaymentsregularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.17 and Permitted Refinancing Indebtedness with respect thereto, redemptions(c) repayments or redemptions of Indebtedness incurred pursuant to Section 7.17(b) out of the proceeds of Permitted Refinancing Indebtedness, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (ivd) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at if the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) Cash Flow Ratio for the Total Net Leverage Ratio as of the last day of the Quarter most recently ended Test Period, after (on a pro forma basis but before giving Pro Forma Effect effect to such prepayment, redemption, purchase, defeasance or other payment) is less than or equal to 4.00:1.00, is not greater than the Total Net Leverage Ratio (i) prepayments, redemptions, purchases, defeasances and other payments in respect of any subordinated Indebtedness incurred under Section 7.17(g) or any other Indebtedness that is 0.50 or is required to 1.00 less than be subordinated to the maximum Total Net Leverage Ratio applicable under Obligations pursuant to the TNLR Financial Covenant at such time)terms of the Loan Documents and Permitted Refinancing Indebtedness with respect thereto prior to their scheduled maturity, and (ii) prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes or Permitted Debt.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the a Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 in the aggregate 25,000,000 and (ivy) other prepayments20% of Consolidated EBITDA of the Parents, redemptionsthe Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity plus (B) the Available Equity Amount (provided that, that at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Administrative Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 5.25:1.00) plus (C) the Excluded Contribution Amount and (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions calculated on a Pro Forma Basis have been satisfied at the time of such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).. 139

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments interest and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or the Borrower and payments of cash in lieu of fractional sharesor any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount amount, measured at the time of payment, not to exceed $35,000,000 in the aggregate and Available Equity Amount, (iv) other so long as (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect thereto the Total Leverage Ratio (calculated on a pro forma basis) is not greater than 3.75:1.00 as of the last day of the Test Period most recently ended, the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided thatin an aggregate amount, measured at the time of any such prepayment, redemption, purchase, defeasance or other payment, not to exceed the Available Amount and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower is in compliance, on a pro forma basis, with a Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).1:00:1.00;

Prepayments, Etc. of Indebtedness. (ai) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any of the Senior Secured Notes, the 2012 Senior Subordinated Debt Notes, Permitted Seller Notes and any Permitted Subordinated Indebtedness (it being understood that payments collectively, “Junior Financing”) or make any payment in violation of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause)subordination terms of any Junior Financing Documentation, except for so long as no Default shall have occurred and is continuing or would result therefrom (i) the refinancing thereof withprepayment, redemption, purchase or defeasance of any such Junior Financing with the net cash proceeds of, or the exchange thereof forof such Junior Financing into, any Permitted Subordinated Indebtedness (or Permitted Equity Issuance to the extent that such Indebtedness constitutes proceeds were received within 180 days prior to the date of such prepayment, redemption, purchase or defeasance and held in a Permitted Refinancing)segregated account pending application pursuant to this Section 7.14, (ii) the conversion thereof of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional shares, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed $35,000,000 in the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepayment, redemption, purchasepurchase or defeasance of any such Junior Financing, defeasance or other payment, so long as immediately before and immediately after giving effect thereto (xA) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom therefrom, (B) Excess Availability shall be at least 25% of the lesser of the Total Borrowing Base and the Aggregate Commitments and (yC) the Total Net Leverage Ratio as of Specified U.S. Borrower would be in pro forma compliance with the last day of the most recently ended Test Period, after giving Pro Forma Effect to covenant set forth in Section 7.11 (whether or not such prepayment, redemption, purchase, defeasance or other payment, covenant is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio otherwise applicable under the TNLR Financial Covenant at such time), provided that in each case such payment is also permitted under the Senior Secured Notes Indenture or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent or the Lenders any term or condition of any Junior Financing Documentation.”

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 31,250,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.25:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time3.75:1.00).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt Specified Indebtedness (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under with respect to any such Subordinated Debt Documents Indebtedness shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharestheir direct or indirect parents (or any Intermediate Holding Company), (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) $35,000,000 in 5,000,000 plus (B) any amounts available under Section 7.06(j) (usage of which shall reduce availability under such Section 7.06(j)) plus (C) the aggregate and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity Excluded Contribution Amount (provided that, at the time of any such prepayment, redemption, purchase, defeasance and other payment, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) [reserved] and (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the time of such prepayments, redemptions, purchases, defeasances or other paymentpayments, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, on a pro forma basis after giving Pro Forma Effect effect to such prepayment, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time2.00:1.00).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.00:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto.

Prepayments, Etc. of Indebtedness. (a) PrepayNo Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner manner, or make any Subordinated payment in violation of any subordination terms of, any unsecured Funded Debt (it being understood that other than Funded Debt permitted pursuant to the provisions of Section 6.14(e)(iii)), junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of regularly scheduled interestprincipal and interest in respect of such Funded Debt in accordance with the terms of, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or the exchange thereof for, any Indebtedness (only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness constitutes a Permitted RefinancingFunded Debt was issued or incurred or any subordination agreement in respect of such Funded Debt (provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (iib) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be permitted to be distributed to NEE Partners pursuant to Section 6.19(f), (c) prepayments and repayments of such Funded Debt made with the conversion thereof to Equity Interests proceeds of Permitted Refinancing Indebtedness in respect thereof, (other than Disqualified Equity Interestsd) of the Borrower and payments of cash in lieu of fractional shares, amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (iiie) other prepayments, redemptionsrepayments, purchases, defeasances and other payments thereof prior to their scheduled maturity redemptions or similar transactions in an aggregate amount not to exceed $35,000,000 in the aggregate greater of (i) US$25,000,000 and (ivii) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity 1.00% of Total Assets (provided that, at the time of any such prepayment, redemption, purchase, defeasance or other payment, (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio which shall be measured as of the last day of the most recently ended Test Period, after giving Pro Forma Effect date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to such prepayment, redemption, purchase, defeasance or other payment, is not greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such timethis clause (e)).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), ) except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 25,000,000 and (y) 20% of Consolidated EBITDA of the Parents, the Borrower and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis, plus (B) the Available Amount, (provided that at the time of any such prepayment, redemption, purchase, defeasance or other payment (x) in reliance on clause (b) of the aggregate definition of “Available Amount” no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 5.00:1.00), plus (C) the Excluded Contribution Amount, and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parents, the Borrower and the Restricted Subsidiaries as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time3.50:1.00).

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 185,000,000 and (y) 20% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).than

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any such Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesBorrower, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed (A) the greater of (x) $35,000,000 in the aggregate 34,000,000 and (ivy) other prepayments20.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, redemptionsplus (B) the Available Amount, purchasesplus (C) without duplication, defeasances and other payments with respect thereof prior to their scheduled maturity the Excluded Contribution Amount (provided that, that (x) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on clause (b) of the definition of “Available Amount”), no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) at the time of any such prepayment, redemption, purchase, defeasance and other payment in reliance on the definition of “Excluded Contribution Amount,” no Specified Event of Default shall have occurred and be continuing or would result therefrom) and (iv) additional prepayments, redemptions, purchases, defeasances and other payments thereof; provided that, at the time of such prepayment, redemption, purchase, defeasance and other payment, (xi) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (yii) the Total Net Leverage Ratio of the Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).2.50:1.00. 156

Prepayments, Etc. of Indebtedness. (a) PrepayOptionally prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Subordinated Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest, AHYDO interest and “AHYDO” payments under any such Junior Debt Documents and mandatory prepayments under any such Subordinated Debt Documents in respect of the Senior Unsecured Notes shall not be prohibited by this clause), except for (i) the refinancing thereof with, with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or the exchange thereof for, any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any parent company, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed (A) the greater of, at the time made, (x) $35,000,000 in 165,000,000 and (y) 30% of Consolidated EBITDA as of the aggregate last day of the most recently ended Test Period plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and other payments made utilizing the Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom), (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (xi) no Specified Event of Default has shall have occurred and is be continuing or would result therefrom and (yii) the Total Net Leverage Ratio as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect Basis, would be no greater than 3.50:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to such prepayment, redemption, purchase, defeasance or other their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, is not greater than (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount equal to the Total Net Leverage Ratio that is 0.50 aggregate amount of cash contributions made after the Closing Date to 1.00 less than the maximum Total Net Leverage Ratio Borrower in exchange for Qualified Equity Interests of the Borrower, such contributions are utilized, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, are made in connection with the Spin-Off or constitute a Cure Amount and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to the subordination provisions applicable under the TNLR Financial Covenant at such time)thereto.

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Debt (it being understood that payments of regularly scheduled interest, AHYDO payments and mandatory prepayments under any such Subordinated Debt Documents shall not be prohibited by this clause), except for (i) the refinancing thereof with, or with the exchange thereof for, Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and payments or any of cash in lieu of fractional sharesits direct or indirect parents (or any Intermediate Holding Company), (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, when aggregated with the amount of Restricted Payments made pursuant to Section 7.06(j), not to exceed (A) $35,000,000 in 500,000,000 plus (B) the aggregate Available Amount (provided that, at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom) and (iv) other prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided that, at the time of any such prepaymentprepayments, redemptionredemptions, purchasepurchases, defeasance defeasances or other paymentpayments, (x) no Specified Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Total Net Leverage Ratio of the Parent Borrower as of the last day end of the most recently ended Test Period, after giving on a Pro Forma Effect to such prepaymentBasis, redemption, purchase, defeasance or other payment, is not would be no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time4.75:1.00).

Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to one year before the scheduled maturity thereof in any manner any Subordinated Junior Debt (it being understood that payments of regularly scheduled interest, AHYDO payments interest and mandatory prepayments under any such Subordinated Junior Debt Documents shall not be prohibited by this clausepermitted), except for (i) the refinancing thereof with, or with the exchange thereof for, net cash proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted RefinancingRefinancing Indebtedness), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower and payments of cash in lieu of fractional sharesor any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount amount, measured at the time of payment, not to exceed $35,000,000 in the aggregate and Available Equity Amount, (iv) other so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional prepayments, redemptions, purchases, defeasances and other payments with respect thereof prior to their scheduled maturity (provided thatin an aggregate amount, measured at the time of any such prepayment, redemption, purchase, defeasance or other payment, not to exceed the sum of the Available Amount and the Available Equity Amount and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity so long as (x) no Specified Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower is in compliance, on a pro forma basis, with a Total Net Leverage Ratio as of the last day of the most recently ended Test Period, after giving Pro Forma Effect to such prepayment, redemption, purchase, defeasance or other payment, is not no greater than the Total Net Leverage Ratio that is 0.50 to 1.00 less than the maximum Total Net Leverage Ratio applicable under the TNLR Financial Covenant at such time).2.50:1.00;