Common use of Asset Sales; Casualty Events; Debt Clause in Contracts

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon); (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25,000,000 and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness). provided, in the case of each of (i) (ii) and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition or incurrence, issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any 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 if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds 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 (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans such prepayment (together with accrued interest thereon); (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds the greater of $25,000,000 20.0 million and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans1.15% of Consolidated Total Assets; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 20.0 million and 1.15% of Consolidated Total Assets in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement;; and (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth one Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness). ; provided, in the case of each of (i) and (ii) above and (iiiin the case of Section 2.12(b) abovebelow, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition Event or incurrence, issuance or sale of Indebtedness or with such Excess Cash Flow (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds or such Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (but not the Revolving Loans) and Other Applicable Indebtedness at such time); provided, provided that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds or such Excess Cash Flow after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds or such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or such Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or such Excess Cash Flow shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash ProceedsProceeds or Excess Cash Flow, as applicable, the declined amount of such Net Cash Proceeds or Excess Cash Flow, as applicable, 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 (to the extent such Net Cash Proceeds or Excess Cash Flow, as applicable, would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days [REDACTED – Time Period] following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day[REDACTED – Time Period]); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans such prepayment (together with accrued interest thereon); (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25,000,000 and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loansgreater of [REDACTED – Dollar Amount]and [REDACTED – Percentage] of Consolidated Total Assets; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 the greater of [REDACTED – Dollar Amount]and [REDACTED – Percentage] of Consolidated Total Assets in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement;; and (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days [REDACTED – Time Period] following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness). ; provided, in the case of each of (i) and (ii) and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition Event or incurrence, issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any 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 (but not the Revolving Loans) and Other Applicable Indebtedness at such time); provided, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within ten (10) Business Days [REDACTED – Time Period] after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans such prepayment (together with accrued interest thereon); (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds the greater of $25,000,000 20.0 million and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans1.15% of Consolidated Total Assets; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 20.0 million and 1.15% of Consolidated Total Assets in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement;; and (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth one Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness). ; provided, in the case of each of (i) and (ii) and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans the First Lien Notes or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness ABL Facility with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition Event or incurrence, issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may shall apply such Net Cash Proceeds on a pro rata basis (determined on first to the basis repurchase, redemption of the aggregate outstanding principal amount repayment of the Term Loans and Other Applicable Indebtedness at such time); provided, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or such Excess Cash Flow shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds 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 (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days [REDACTED – Time Period] following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day[REDACTED – Time Period]); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans such prepayment (together with accrued interest thereon); (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25,000,000 and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans[REDACTED – Dollar Amount]; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 [REDACTED – Dollar Amount] in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement;; and (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days [REDACTED – Time Period] following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness). ; provided, in the case of each of (i) and (ii) and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition Event or incurrence, issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any 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 (but not the Revolving Loans) and Other Applicable Indebtedness at such time); provided, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after the application of such prepayment, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within ten (10) Business Days [REDACTED – Time Period] after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days [REDACTED – Time Period] following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless unless, in the case of a Casualty Event, the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day[REDACTED – Time Period]); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon)[reserved]; (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25,000,000 and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans[REDACTED – Dollar Amount]; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 [REDACTED – Dollar Amount] in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement, in which case the Borrower shall have reinvested such Net Cash Proceeds within [REDACTED – Time Period]of the date of such Reinvestment Notice and if the Borrower shall fail to do so, such Net Cash Proceeds shall become subject to this Section 2.12(a); (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days following [REDACTED – Time Period]following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness Debt (other than Excluded IndebtednessDebt). provided, in the case of each of (i) (ii) and ; and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms within [REDACTED – Time Period] following receipt of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition or incurrence, from the issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then by the Borrower (or any Restricted SubsidiarySubsidiary of any Capital Interests; provided, that (x) may the Borrower may, to the extent required by the Senior Secured Credit Agreement, apply such Net Cash Proceeds on a pro rata basis of any transactions referred to in this clause (determined on a) to prepay, repay or repurchase Debt outstanding under the basis Senior Secured Credit Agreement, prior to the application of the aggregate such remaining Net Cash Proceeds to prepay Loans hereunder and (y) if there are any Two Year Equity Bridge Loans outstanding, any Net Cash Proceeds of any transaction referred to in this clause (a) shall be applied ratably between such outstanding principal amount of the Term Two Year Equity Bridge Loans and Other Applicable Indebtedness at such time)the outstanding Loans; provided, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after during the application [REDACTED – Time Period] immediately preceding the initial stated maturity of such prepaymentthe Two Year Equity Bridge Facility, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within ten (10) Business Days after the date of such rejection) may be applied to prepay the Term such outstanding Two Year Equity Bridge Loans in accordance with the terms hereof (prior to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding)outstanding Loans.

Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans: (i) within five (5) Business Days [REDACTED – Time Period] following actual receipt of the Net Cash Proceeds from an Asset Sale (other than (x) a sale of the North American Assets or (y) a Material Disposition) or the Net Cash Proceeds from a Casualty Event (unless unless, in the case of a Casualty Event, the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day[REDACTED – Time Period]); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon)[reserved]; (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales (other than (x) a sale of the North American Assets or (y) a Material Disposition) or all Casualty Events, respectively, exceeds $25,000,000 and the Borrower shall not be required to apply such Net Cash Proceeds that are Below Threshold Asset Sale Proceeds to prepay Term Loans[REDACTED – Dollar Amount]; and (C) to the extent such aggregate Net Cash Proceeds of any Asset Sale or Casualty Event pursuant to this Section 2.12(a)(i) do not exceed $25,000,000 [REDACTED – Dollar Amount] in any Fiscal Year, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement, in which case the Borrower shall have reinvested such Net Cash Proceeds within [REDACTED – Time Period] of the date of such Reinvestment Notice and if the Borrower shall fail to do so, such Net Cash Proceeds shall become subject to this Section 2.12(a); (ii) within five (5) Business Days following actual receipt of the Net Cash Proceeds from (x) any Asset Sale of the North American Assets or (y) a Material Disposition (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day stating that the Borrower or any Restricted Subsidiary intends and expects to use up to 50% of the amount of such Net Cash Proceeds for a Permitted Reinvestment, in which case only the amount which is not intended to be used for a Permitted Reinvestment shall be applied to prepay Term Loans); provided that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay Term Loans (together with accrued interest thereon) and (B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds pursuant to this this Section 2.12(a)(ii) if the Net Cash Proceeds received in respect of an individual transaction (or series of related transactions) exceeds $5,000,000 and (C) to the extent such Net Cash Proceeds of any Asset Sale pursuant to this Section 2.12(a)(ii) do not exceed $5,000,000, then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation, and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; provided that, for the avoidance of doubt, it is understood that if such proceeds exceed $5,000,000 in a single transaction, then the entire amount shall be subject to the prepayment requirements herein; and (iii) within five (5) Business Days [REDACTED – Time Period] following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness Debt (other than Excluded IndebtednessDebt). provided, in the case of each of (i) (ii) and ; and (iii) above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay any Refinancing Term Loans or any Indebtedness secured on a pari passu basis with or senior to the Obligations pursuant to the terms within [REDACTED – Time Period] following receipt of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale, Casualty Event, sale or disposition or incurrence, from the issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then by the Borrower (or any Restricted SubsidiarySubsidiary of any Capital Interests; provided, that (x) may the Borrower may, to the extent required by the Senior Secured Credit Agreement, apply such Net Cash Proceeds on a pro rata basis of any transactions referred to in this clause (determined on a) to prepay, repay or repurchase Debt outstanding under the basis Senior Secured Credit Agreement, prior to the application of the aggregate such remaining Net Cash Proceeds to prepay Loans hereunder and (y) if there are any Extended Equity Bridge Loans outstanding, any Net Cash Proceeds of any transaction referred to in this clause (a) shall be applied ratably between such outstanding principal amount of the Term Extended Equity Bridge Loans and Other Applicable Indebtedness at such time)the outstanding Loans; provided, that if no Term Loans subject to such mandatory prepayment requirement are outstanding or will be outstanding after during the application of such prepayment[REDACTED – Time Period] immediately preceding the Maturity Date, then the Borrower may apply all such Net Cash Proceeds after the repayment of such Term Loans to repay the Other Applicable Indebtedness; provided, further, that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and in any event within ten (10) Business Days after the date of such rejection) may be applied to prepay the Term such outstanding Loans in accordance with the terms hereof (prior to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding)outstanding Extended Equity Bridge Loans.