Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such Net Cash Proceeds (i) first, to prepay the Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Net Cash Proceeds arising from Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into); or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans, the Tranche J Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans, the Tranche J Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that a Borrowing Base Deficiency exists as a result of a Scheduled Redetermination or Special Redetermination of the Borrowing Base, Borrower actually receives any Net Cash Proceeds arising and Antero shall, within thirty (30) days after written notice from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant Administrative Agent to Section 2.05(e)(iii)) or the Borrower or Antero of such Borrowing Base Deficiency, take any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect following actions or a combination thereof to any Advance made to eliminate the Borrower), then the Borrower shall apply 100% of such Net Cash Proceeds Borrowing Base Deficiency: (i) firstprepay, to prepay without premium or penalty, the principal amount of the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j) of the Antero Resources Credit Agreement) representing Borrower’s Pro Rata Share of the Combined Credit Exposure in an amount sufficient to eliminate Borrower’s Pro Rata Share of such Borrowing Base Deficiency, such prepayment to be made in full on or before the 30th day after Borrower’s receipt of notice of such Borrowing Base Deficiency; (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), an amount sufficient to eliminate Borrower’s Pro Rata Share of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after Borrower’s receipt of notice of such Borrowing Base Deficiency and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; or (iii) give notice to Administrative Agent that Borrower desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent needed to cover the Minimum Collateral Amount (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates Borrower’s Pro Rata Share of such Borrowing Base Deficiency, and then provide such security documents within thirty (30) days after Borrower’s receipt of notice of such Borrowing Base Deficiency. If Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrower will make the prepayments specified in paragraph (ii) of this clause (a), including the payments which would have previously been made but for its election under this paragraph (iii) on the preceding 30th day. (b) In the event a Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.06 of the receipt Antero Resources Credit Agreement upon an issuance of Senior Notes (whether issued by Borrower, Antero or any of Antero’s other Subsidiaries), Borrower shall or shall cause the issuer of such Senior Notes to prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j) of the Antero Resources Credit Agreement) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes on the Business Day on which such issuer receives such Net Cash Proceeds to the extent necessary to eliminate Borrower’s Pro Rata Share of such Borrowing Base Deficiency. (c) If Antero or any Restricted Subsidiary of Antero Disposes of any Borrowing Base Properties (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 7.05 or otherwise), Borrower shall prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j) of the Antero Resources Credit Agreement to the extent necessary to eliminate Borrower’s Pro Rata Share of any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition on the next Business Day following the day Antero or any Restricted Subsidiary of Antero receives the Net Cash Proceeds from such Disposition. (d) If Antero or any Restricted Subsidiary of Antero enters into a Hedge Modification, Borrower shall prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j) of the Antero Resources Credit Agreement) to the extent necessary to eliminate Borrower’s Pro Rata Share of any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Hedge Modification on the next Business Day following the day Antero or any Restricted Subsidiary of Antero receives the Net Cash Proceeds from such Hedge Modification (or in the case of any Hedge Modification entered into by any Credit Party pursuant to Section 7.03(b)(z) of the Antero Resources Credit Agreement, on the next Business Day following the day Antero or any Restricted Subsidiary of Antero receives notice from the Administrative Agent of the amount of any adjustment to the Borrowing Base made by the Borrower orAdministrative Agent or the Required Lenders, as applicable, any Subsidiary or Domestic Subsidiary, pursuant to Section 7.03(b)(z)(ii) of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice the Antero Resources Credit Agreement). (e) Each prepayment of principal under this section shall be accompanied by a reasonably detailed calculation of all interest then accrued and unpaid on the Net Cash Proceedsprincipal so prepaid. Each prepayment of Advances Any principal or interest prepaid pursuant to this section shall be applied ratably in addition to, and shall not in lieu of, all payments otherwise required to be accompanied by accrued interest and fees on paid under the amount prepaid to Loan Documents at the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower time of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiaryprepayment.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Net Cash Proceeds arising from Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into), or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit. If as a result of any Net Cash Proceeds arising from any Equity Issuance or partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other than a Debt Issuance under any committed term loan facility that has reduced arrangement with respect to) Letters of Credit in an amount sufficient to eliminate such excess. (b) Upon the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such the Net Cash Proceeds relating to such Asset Sale within 545 days (or such lesser number of days that may be applicable to the Net Cash Proceeds of such Asset Sale under the Existing Borrower Credit Agreement (if then still in effect) or any other agreement governing Specified Secured Indebtedness) of receipt thereof either (i) first, to prepay the Term Loans and in accordance with Section 2.10(g) (ii) secondprovided that, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX Business Days following at the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, time of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicableprepayment, any Subsidiary or Domestic Subsidiary, portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, Indebtedness under the Existing Borrower Credit Agreement or under Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such other Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from any Equity Issuancethe date on which such binding agreement is entered into), Debt Issuance or Asset Sale(iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) [Intentionally Omitted] (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2012, and (ii) the date on which the financial statements with respect to such notice period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be accompanied reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) a certificate signed by a reasonably detailed Financial Officer of the Borrower setting forth in reasonable detail the calculation of the Net Cash Proceedsamount of such prepayment and (ii) to the extent practicable, at least three (3) days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably between the Term Loans and fees on the amount prepaid to Other Term Loans, if any, and shall be applied pro rata against the date fixed for prepayment. Notwithstanding remaining scheduled installments of principal due in respect of the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if Term Loans and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiaryOther Term Loans.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Net Cash Proceeds arising from Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into); or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder. If as a result of any Net Cash Proceeds arising from any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into); or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Net Cash Proceeds arising from Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into), or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such Net Cash Proceeds (i) first, to prepay the Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX XXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary.consequences

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments, each Co-Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace all its outstanding Letters of Credit and/or unless the Issuing Bank otherwise agrees deposit an amount equal to the undrawn portion of the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Issuing Bank. If as a result of any Net partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then each Co-Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or Cash Proceeds arising from Collateralize Letters of Credit in a manner reasonably satisfactory to the Agent and in an amount sufficient to eliminate such excess. If at any Equity Issuance time, the Aggregate Revolving Credit Exposure exceeds the aggregate Maximum Availability at such time, then each Co-Borrower shall, on the date of such reduction, repay or the Borrower prepay Revolving Credit Borrowings or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance Swingline Loans (other than or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Salecombination thereof, in each case after case, without a corresponding reduction in the Closing Date (after giving effect to any Advance made Total Revolving Credit Commitment) and/or Cash Collateralize Letters of Credit in a manner reasonably satisfactory to the Borrower), then the Borrower shall apply 100% of Agent and in an amount sufficient to eliminate such Net Cash Proceeds excess. (ib) first, to prepay the Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and Prepayments shall be accompanied by accrued interest as required by Section 2.11. All prepayments of Borrowings under this Section 2.09 shall be subject to Section 2.14, but shall otherwise be without premium or penalty. (c) The Co-Borrowers hereby irrevocably waive the right to direct, during a Cash Dominion Trigger Period, the application of all funds in the Cash Concentration Account or any other Approved Deposit Account (or any Cash Collateral Account under the direction of any Loan Party, if any) and fees agrees that the Agent may and, upon the written direction of the Required Lenders given at any time during such Cash Dominion Trigger Period, shall (i) deliver a notice of exclusive control (as described in each Deposit Account Control Agreement) to each Deposit Account Bank for each Approved Deposit Account and (ii) except, as provided in Section 2.16(c), apply all payments in respect of any Obligations and all available funds in the Cash Concentration Account or any other Approved Deposit Account on a daily basis as follows: first, to repay Protective Advances and the outstanding principal amount prepaid of the Swingline Loans until such Protective Advances and Swingline Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Credit Loans until such Revolving Credit Loans shall have been repaid in full; and then to any other Obligation then due and payable. The Co-Borrowers consent to such application. If (i) following such application, (ii) outside of a Cash Dominion Trigger Period or (iii) after all Letters of Credit shall have expired or be fully drawn and all Revolving Credit Commitments shall have been terminated, there are no Loans outstanding and no other Obligations that are then due and payable, then the Agent shall cause any remaining funds in the Cash Concentration Account to be paid at the written direction of the Borrower (or, in the absence of such direction, to the date fixed for prepaymentBorrower or another Person lawfully entitled thereto). Notwithstanding Without diminishing the foregoingcontrol of the Agent over amounts from time to time on deposit in any Cash Collateral Account, mandatory repayments with respect the Agent shall from time to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for time (upon the request of the Borrower so long as the Borrower has determined in good faith that repatriation no Default or Event of Default shall have occurred and be continuing) promptly return to the Borrower any amounts on deposit in such Cash Collateral Account which are in excess of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiaryamount required to be deposited therein under the Loan Documents.

Mandatory Prepayment of Loans. (1) [Reserved]. (2) The Borrower will, with respect to any Prepayment Asset Sale, apply 100% of the Net Cash Proceeds received in connection therewith (each a “Required Prepayment Asset Sale”) to prepay Term Loans within 10 Business Days following receipt of such Net Cash Proceeds; provided that, notwithstanding anything to contrary contained herein, the Net Cash Proceeds of any Asset Sale of ABL Priority Collateral shall not be required to be applied as a mandatory prepayment pursuant to this Section 2.12(2). (3) Commencing with the fiscal year ending December 31, 2024, not later than 5 Business Days after delivery of the Annual Financial Statements for each Excess Cash Flow Period, the Borrower will calculate Excess Cash Flow for such Excess Cash Flow Period and will apply the following amount to the prepayment of Term Loans: (a) the Required ECF Percentage of such Excess Cash Flow in excess of the ECF De Minimis Amount (provided that, if the applicable Total Leverage Ratio used in calculating the Required ECF Percentage (after taking into account any such prepayment and any reductions pursuant to (b) below) falls into a lower threshold, then the relevant percentage shall be reduced accordingly for any further prepayments to be made); minus (b) the amount of any voluntary prepayments, repurchases or redemptions during such Excess Cash Flow Period and, at the option of the Borrower, on or prior to the 5th day after the date upon which delivery of the Annual Financial Statements for such Excess Cash Flow Period is required of: (i) Term Loans (including Incremental Loans, Other Term Loans and Extended Term Loans), in each case, that are secured on a pari passu basis with the Initial Term Loans; (ii) any loans under the ABL Credit Agreement (in each case, to the extent accompanied by a corresponding reduction in the commitments); (iii) Other First Lien Indebtedness (in the case of any revolving indebtedness, to the extent accompanied by a corresponding reduction in the commitments); or (iv) Credit Agreement Refinancing Indebtedness and other Permitted Refinancing Indebtedness incurred to Refinance any of the foregoing Indebtedness (or Permitted Refinancing Indebtedness described in this clause (iv)), in each case that is secured on a pari passu basis with the Initial Term Loans (in the case of any revolving indebtedness, to the extent accompanied by a corresponding reduction in the commitments); in each case, to the extent not financed with the proceeds of the issuance or the incurrence of long-term Indebtedness (other than proceeds of revolving loans); provided that, any such voluntary prepayment that is made on or prior to the 5th Business Day after the date upon which delivery of the Annual Financial Statements for such Excess Cash Flow Period is required to the extent included in the calculation set forth in clause (b) above for an Excess Cash Flow Period will not reduce Excess Cash Flow for the next succeeding Excess Cash Flow Period pursuant to this clause (b); provided, further, that if the aggregate amount of deductions pursuant to (i) through (iv) above during the relevant Excess Cash Flow Period exceeds the amount under (a) above that would have been required on the relevant Excess Cash Flow prepayment date, the amount of such excess shall be deducted from any Excess Cash Flow prepayment required in subsequent financial years (after calculating the applicable Required ECF Percentage for such financial year). Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(1), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. (4) The Borrower will apply 100% of the net cash proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness that is not Excluded Indebtedness to the prepayment of Term Loans, on or prior to the date which is five Business Days after the receipt of such net cash proceeds. (5) Notwithstanding anything in this Section 2.12 to the contrary, any Lender, at the sole and absolute discretion of the Borrower, may elect, by notice to the Administrative Agent in writing by hand delivery, facsimile transmission or e-mail at least two Business Days prior to the required prepayment date, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.12 (other than clause (4) of this Section 2.12), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined will be retained by the Borrower and will be added to the Available Amount as set forth in clause (8) of the definition thereof. Such mandatory prepayments of Term Loans will be applied, subject to clause (6) below, on a pro rata basis to the then outstanding Term Loans of all Classes being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or SOFR Loans; provided that if no Lenders exercise the right to decline a given mandatory prepayment of the Term Loans pursuant to this Section 2.12(5), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment will be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.17. (6) The Borrower will deliver to the Administrative Agent, at the time of each prepayment of Term Loans required under Section 2.12, (a) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (b) to the extent practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. Prepayment of the Term Loans pursuant to this Section 2.12 will be made without premium or penalty, in the case of SOFR Loans, accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, and applied as directed by the Borrower or, absent such direction, to reduce scheduled amortization payments of Term Loans under Section 2.10(1) in direct order of maturity; provided that any prepayment of Incremental Loans, Other Term Loans or Extended Term Loans will be applied in the order specified in the applicable Permitted Amendment. No payments under Section 2.17 will be required in connection with a prepayment of Term Loans pursuant to this Section 2.12. In the event of any prepayment of Term Loans pursuant to this Section 2.12 at a time when Term Loans of more than one Class remain outstanding, the aggregate amount of such prepayment will be allocated between each Class of Term Loans pro rata based on the aggregate principal amount of outstanding Term Loans of each such Class (except as otherwise provided in the applicable Permitted Amendment, in each case with respect to the applicable Class of Term Loans); provided further that, notwithstanding anything to the contrary herein, the Borrower may direct that such prepayment proceeds are to be applied to any tranche of pari passu secured Term Loans which matures on an earlier date than the maturity applicable to any other tranche of Term Loans that is secured on a pari passu basis. (7) Notwithstanding any provisions of this Section 2.12 to the contrary, (a) to the extent that any or all of the Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event of Term Loans pursuant to this Section 2.12 is prohibited or delayed by (i) applicable local law (including laws related to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, and in respect of restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the Board of Directors of the applicable Restricted Subsidiaries) or (ii) material organizational documents or other contractual restrictions as a result of minority ownership or in any material agreements, in each case from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.12, but may be retained by the Borrower or the applicable Subsidiary for so long, but only so long, as the applicable local law or restriction will not permit repatriation to the United States. Once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or restriction, such repatriation will be effected promptly and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.12 to the extent provided herein; provided that, the Borrower hereby agrees, and will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by applicable local law to permit any such repatriation; or (b) to the extent that the Borrower actually receives has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event pursuant to this Section 2.12 would have a material adverse tax cost consequence, the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.12, but may be retained by the Borrower or the applicable Subsidiary without being repatriated; provided that, in the case of this subclause (b), on or before the date on which any Net Cash Proceeds arising from any Equity Issuance so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.12 (or the Borrower or any Subsidiary actually receives any such Excess Cash Flow would have been so required if it were Net Cash Proceeds arising from any Debt Issuance to be applied to a prepayment): (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)i) or the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been repatriated, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated; or (ii) such Net Cash Proceeds or Excess Cash Flow are applied towards the permanent extinguishment (including, in the case of a revolving facility, a permanent reduction of commitments only) of Indebtedness of any Subsidiary. For purposes of this Section 2.12(7), references to “law” mean, with respect to any Person, (1) the common law and any federal, state, local, foreign, multinational or international statutes, laws, treaties, judicial decisions, standards, rules and regulations, guidances, guidelines, ordinances, rules, judgments, writs, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions (including administrative or judicial precedents or authorities), in each case whether now or hereafter in effect, and (2) the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its Domestic Subsidiaries actually receives property or to which such Person or any Net Cash Proceeds arising from an Asset Sale, of its property is subject. (8) Notwithstanding anything in each case after the Closing Date (after giving effect to any Advance made this Section 2.12 to the Borrowercontrary, if at the time that any mandatory prepayment of Term Loans pursuant to this Section 2.12 would be required or the Borrower is required to, or is required to offer to, repurchase, redeem, repay or prepay Indebtedness secured on a pari passu basis with the Term Loans, including, but not limited to, any Incremental Equivalent Term Debt (any such Indebtedness, “Other First Lien Indebtedness”), then the Borrower shall may apply 100% the required prepayment amounts to redeem, repurchase, repay or prepay all Classes of Term Loans (subject to clause (6) above) and Other First Lien Indebtedness required to be prepaid on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of such applicable Term Loans and Other First Lien Indebtedness at such time); provided, that the portion of such Net Cash Proceeds (i) first, and there is no further obligation to prepay re offer to such non-declining holders of such Other First Lien Indebtedness allocated to the Loans and (ii) second, if any Other First Lien Indebtedness will not exceed the amount of such Net Cash Proceeds remain after giving effect required to clause (i)be allocated to the Other First Lien Indebtedness pursuant to the terms thereof, to reduce any outstanding Commitmentsand the remaining amount, in each case not later than three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiaryif any, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance will be allocated to the prepayment of the Term Loans (in accordance with the terms hereof) and to the repurchase or Asset Salerepayment of Other First Lien Indebtedness, and such notice shall be accompanied by a reasonably detailed calculation the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.12(8) will be reduced accordingly; provided, further, that to the extent the holders of Other First Lien Indebtedness decline to have such Indebtedness repurchased, redeemed, repaid or prepaid with such Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on , the declined amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or will promptly (and in any event within ten Business Days after the applicable organizational documents date of such Subsidiaryrejection) 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 series of Other First Lien Indebtedness which declined payment was not then outstanding).

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder. If as a result of any Net Cash Proceeds arising from any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into); or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans, the Tranche L Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans, the Tranche L Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder; provided that for purposes of the repayment of any Net Cash Proceeds arising from Revolving Credit Borrowings pursuant to this paragraph in connection with the termination of all of the Non-Extended Dollar Revolving Credit Commitments or Non-Extended Multicurrency Revolving Credit Commitments, the Loans outstanding under the applicable Non-Extended Revolving Credit Commitments and the Loans outstanding under the applicable Extended Revolving Credit Commitments shall be deemed to comprise separate Borrowings. If as a result of any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545 -day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into),; or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche C Term Loans, the Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche C Term Loans, the Tranche D Term Loans, the Tranche E Term Loans, the Tranche F Term Loans, the Tranche G Term Loans, the Tranche H Term Loans, the Tranche I Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. (a) In the event that of any termination of all the Revolving Credit Commitments of a Class, the Borrower actually receives shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings of such Class and (solely in the case of a termination of all Multicurrency Revolving Credit Commitments) all outstanding Swingline Loans, and replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Issuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit issued thereunder. If as a result of any Net Cash Proceeds arising from any Equity Issuance partial reduction of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, the Aggregate Dollar Revolving Credit Exposure or the Aggregate Multicurrency Revolving Credit Exposure, as applicable, would exceed the Total Dollar Revolving Credit Commitment or the Total Multicurrency Revolving Credit Commitment, as applicable, after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance prepay Revolving Credit Borrowings in respect of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments, as applicable (other than or, if applicable, Swingline Loans (or a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iiicombination thereof)) and/or replace outstanding (or make such other arrangement with respect to) Letters of Credit issued thereunder in an amount sufficient to eliminate such excess. (b) Upon the Borrower or any consummation of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date Borrower shall apply an amount equal to 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (after giving effect to any Advance made or such lesser number of days that may be applicable to the Borrower)Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into); or (iii) a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii). (c) If as a result of any fluctuation of Exchange Rates, on any Calculation Date, the Aggregate Multicurrency Revolving Credit Exposure would exceed the Total Multicurrency Revolving Credit Commitment, then the Borrower shall, within three Business Days following such Calculation Date, repay or prepay Multicurrency Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding (or make such other arrangement with respect to) Multicurrency Letters of Credit such that the Aggregate Multicurrency Revolving Credit Exposure does not exceed the Total Multicurrency Revolving Credit Commitment. (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2014 (but not including the fiscal year ending on September 30, 2023), and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.01(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or less than 4.50 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) first, to prepay a certificate signed by a Financial Officer of the Loans Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) secondto the extent practicable, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than at least three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, days’ prior written notice of such Net Cash Proceedsprepayment. The Borrower Each notice of prepayment shall promptly specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (and not later than the date of receipt or portion thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsprepaid. Each prepayment of Advances a Borrowing shall be applied ratably and to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans and fees on the Other Term Loans, if any, and shall be applied against the remaining scheduled installments of principal due in respect of the Tranche I Term Loans, the Tranche J Term Loans, the Tranche K Term Loans and the Other Term Loans as directed by the Borrower; provided that, if at the time of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount prepaid of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the date fixed for prepaymentaccepting Term Lenders. Notwithstanding If no Term Lenders exercise the foregoingright to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation pursuant to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such SubsidiarySection 2.15.

Mandatory Prepayment of Loans. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply 100% of such Net Cash Proceeds (i) first, to prepay the Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, in each case not later than three (3) SXXXX XXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary.

Mandatory Prepayment of Loans. In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(e)(iii)) or the Borrower or any of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Sale, in each case after the Closing Date (after giving effect to any Advance made to the Borrower), then the Borrower shall apply an amount equal to (x) 100% of such Net Cash Proceeds less (y) the amount of such Net Cash Proceeds (or commitments in respect thereof) that will be or has been applied towards the prepayment of loans or reduction of commitments under the Bridge Facility, (i) first, to prepay the 2-Year Tranche Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding 2-Year Tranche Commitments, in each case not later than three (3) SXXXX Business Days or U.S. Government Securities Business Days, as applicable, following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, or any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Debt Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of 2-Year Tranche Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or the applicable organizational documents of such Subsidiary.

Mandatory Prepayment of Loans. (a) In the event of any termination of all the Revolving Credit Commitments, each Co-Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all its outstanding Swingline Loans and replace all its outstanding Letters of Credit and/or unless the Issuing Bank otherwise agrees deposit an amount equal to the undrawn portion of the L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Issuing Bank. If as a result of any partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then each Co-Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or cash collateralize Letters of Credit in a manner reasonably satisfactory to the Agent and in an amount sufficient to eliminate such excess. (a) (i) In the event that any Loan Party or Restricted Subsidiary shall receive Net Proceeds from the Borrower actually receives issuance or other incurrence of Credit Agreement Refinancing Indebtedness on or prior to the Second Amendment Effective Date, the Co-Borrowers shall, substantially simultaneously with (and in any event not later than the second Business Day next following) the receipt of such Net Cash Proceeds arising by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds, first, to prepay outstanding Tranche B-2 Term Loans of Opt-In Lenders to the extent required to satisfy the condition set forth in Section 4.A of the Second Amendment and, second, any balance of such Net Proceeds remaining after the prepayment referred to in the preceding clause first, if any, to prepay outstanding Term Loans of such Series as specified by the Borrower. (i) In the event that any Loan Party or Restricted Subsidiary shall receive Net Proceeds from the issuance or other incurrence of Credit Agreement Refinancing Indebtedness after the Second Amendment Effective Date, the Co-Borrowers shall, substantially simultaneously with (and in any Equity Issuance event not later than the fifth Business Day next following) the receipt of such Net Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Term Loans of such Series as specified by the Borrower Borrower, except as otherwise provided in Section 2.09(e). (b) In the event that any Loan Party or Restricted Subsidiary shall receive Net Proceeds from the issuance or other incurrence after the Original Closing Date of Indebtedness of any Loan Party or any Restricted Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder Indebtedness permitted pursuant to Section 2.05(e)(iii6.01), the Co-Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Term Loans in accordance with Sections 2.09(g) and (i). (c) On each Excess Cash Flow Prepayment Date, the Co-Borrowers shall prepay outstanding Term Loans in accordance with Section 2.09(g) and (i) in an aggregate principal amount equal to the excess, if any, of (i) 50% of the Excess Cash Flow for the applicable Excess Cash Flow Period over (ii) the sum of (A) the aggregate amount of any prepayments of Loans pursuant to Section 2.08 made during such applicable Excess Cash Flow Period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Co-Borrowers or its Restricted Subsidiaries and (B) the aggregate amount of any prepayments of Loans made previously pursuant to this Section 2.09(d) with respect to such Excess Cash Flow Period; provided that (1) the percentage set forth in clause (i) above shall be reduced to 25% if the Consolidated Leverage Ratio at the end of such period shall be equal to or less than 4.00 to 1.00, but greater than 3.25 to 1.00, and (2) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such period shall be equal to or less than 3.25 to 1.00. (d) If in connection with either (i) the conversion of any Tranche B-1 Term Loans into Extended Term Loans pursuant to Section 2.26 or (ii) the refinancing of any Tranche B-1 Term Loans with Tranche B-3 Loans pursuant to Section 2.24(a)(iii) (any such conversion or refinancing of Tranche B-1 Term Loans described in the preceding clauses (i) or (ii) being referred to herein as a “Future Extension” and the Borrower Extended Term Loans into which such Tranche B-1 Term Loans are converted or the Tranche B-3 Term Loans refinancing such Tranche B-1 Term Loans, as applicable, being referred to herein as “Future Extended Term Loans”), Lenders making such Future Extended Term Loans required as a condition of their providing such extension or refinancing that such Future Extended Term Loans be prepaid in whole or in part at any time (any such prepayment of its Domestic Subsidiaries actually receives any Net Cash Proceeds arising from an Asset Salea Series of Future Extended Term Loans, other than payments in each case after the Closing Date (after giving effect respect of scheduled amortization, being referred to any Advance made to the Borrowerherein as “Required Extended Term Loan Repayments” of such Series), then the Borrower shall apply 100% on the date of any Required Extended Term Loan Repayment prepay a portion of the Tranche B-2 Term Loans of Tranche B-2 Term Loan Lenders who are not Tranche B-2 Declining Lenders in an aggregate principal amount equal to (i) the difference, if positive (and, if not positive, such difference shall be deemed to be equal to zero), of (A) a fraction, expressed as a percentage, the numerator of which is the aggregate principal amount of all Required Extended Term Loan Repayments that have been made from time to time in respect of such Net Cash Proceeds Series of Future Extended Term Loans on or prior to the date of the applicable Required Extended Term Loan Repayment (including the payments being made on such date) and the denominator of which is the aggregate outstanding principal amount of the applicable Series of Future Extended Term Loans (determined as of the effectiveness of the relevant Extension Agreement or New Effective Date, as applicable, in respect of such Series of Future Extended Term Loans and prior to giving effect to the payment of any Required Extended Term Loan Repayments) and (B) thirty percent (30%), times (ii)(x) the aggregate principal amount of Tranche B-2 Term Loans outstanding as of the date of the Extension Request or first solicitation of Tranche B-3 Term Loan Commitments, as applicable, relating to such Future Extension minus (y) the Declined Tranche B-2 Prepayment Amount minus (z) amounts previously paid in respect of Tranche B-2 Term Loans pursuant to this Section 2.09(e) related to Required Extended Term Loan Repayments of such Series, such payment to be allocated ratably to the Tranche B-2 Term Loan Lenders who are not Tranche B-2 Declining Lenders. (e) The Borrower shall deliver to the Agent, (i) at the time of each prepayment required under this Section 2.09, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least five (5) Business Days prior written notice of the date of such prepayment (the “Required Prepayment Date”). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.11. All prepayments of Borrowings under this Section 2.09 shall be subject to Section 2.14, but shall otherwise be without premium or penalty. (f) Mandatory prepayments under paragraphs (c) and (d) of this Section (each, a “Waivable Mandatory Prepayment”) shall be applied first, to prepay outstanding Term Loans (and, in the case of LIBOR Rate Loans, the corresponding accrued and unpaid interest on the principal amount of Term Loans so prepaid), subject to the provisions in this paragraph below, and second, as set forth in the provisions in this paragraph below. Notwithstanding anything herein to the contrary, not less than five Business Days prior to the Required Prepayment Date, the Borrower shall notify the Agent of the amount of such Waivable Mandatory Prepayment, and the Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender's pro rata share of such Waivable Mandatory Prepayment and such Lender's option to decline such amount. Each such Lender may exercise such option to decline all, but not any portion, of any prepayment of its Term Loans by giving written notice to the Agent by facsimile of its election to do so prior to 10:00 a.m., New York City time, on the applicable Required Prepayment Date (it being understood that any Lender that does not notify the Agent of its election to exercise such option prior to 10:00 a.m., New York City time, on the applicable Required Prepayment Date shall be deemed to have elected, as of such date, to decline such prepayment and not to exercise such option to accept). The aggregate amount of the Waivable Mandatory Prepayment that would have been applied to prepay such Term Loans but was so declined shall be retained or used (or, if applicable, distributed pursuant to Section 6.04(b)(xviii)) by the Borrower at its election. (g) Mandatory prepayments under paragraph (e) of this Section (each, a “Waivable Tranche B-2 Prepayment”) shall be applied first, to prepay outstanding Tranche B-2 Term Loans as provided in such paragraph (e) (and, in the case of LIBOR Rate Loans, the corresponding accrued and unpaid interest on the principal amount of Tranche B-2 Term Loans so prepaid), subject to the provisions in this paragraph below, and second, as set forth in the provisions in this paragraph below. Notwithstanding anything herein to the contrary, at its election, the Borrower may notify the Agent of the anticipated amount of such Waivable Tranche B-2 Prepayment (without including any Declined Tranche B-2 Prepayment Amount in the calculation described in paragraph (e) above), and the Agent will promptly thereafter notify each Tranche B-2 Term Loan Lender holding an outstanding Term B-2 Term Loan of the amount of such Tranche B-2 Term Loan Lender's pro rata share of such Waivable Tranche B-2 Prepayment and such Tranche B-2 Term Loan Lender's option to decline such amount. Each such Tranche B-2 Term Loan Lender may exercise such option to decline all, but not any portion, of any prepayment of its Tranche B-2 Term Loans by giving written notice to the Agent by facsimile of its election to do so prior to 10:00 a.m., New York City time, on the date that is five (5) Business Days after the date on which the Agent notifies the Tranche B-2 Term Loan Lenders of such anticipated Waivable Tranche B-2 Prepayment (the “Tranche B-2 Prepayment Waiver Deadline”) (it being understood that any Lender that does not notify the Agent of its election to exercise such option prior to the Tranche B-2 Prepayment Waiver Deadline shall be deemed to have elected, as of such date, to decline such prepayment and not to exercise such option to accept) (any such Tranche B-2 Term Loan Lenders who decline or are deemed to have declined such Waivable Tranche B-2 Prepayment, the “Tranche B-2 Declining Lenders”). The aggregate amount of the Waivable Tranche B-2 Prepayment that would have been applied to prepay such Tranche B-2 Term Loans but was so declined (the “Declined Tranche B-2 Prepayment Amount”) shall be retained or used by the Borrower or applied as otherwise required or permitted hereunder (including pursuant to Section 2.08). The Borrower may revoke any notification given pursuant to this Section 2.09(h), and neither the giving of any such notice by the Borrower nor any election by any Lender pursuant to this Section 2.09(h) shall require the making of any prepayment under Section 2.09(e). (h) Mandatory prepayments of outstanding Term Loans under (x) Section 2.09(b) or Section 2.09 (e) shall be applied as specified therein and (y) Section 2.09(c), Section 2.09(d) and Section 2.20 shall be applied pro rata against all Series of Term Loans. Amounts applied against any particular Series of Term Loans in accordance with the preceding sentence or Section 2.19 shall be applied to the Installments of such Series, (i) first, in direct order of maturity to prepay the Loans next eight unpaid remaining scheduled Installments due in respect of such Series under Section 2.07 following the date of such prepayment, and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding Commitments, pro rata against the remaining scheduled Installments due in each case not later than three (3) SXXXX Business Days following the receipt by the Borrower or any such Subsidiary or Domestic Subsidiary, as applicable, respect of such Net Cash ProceedsSeries under Section 2.07. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower orIn addition, as applicable, any Subsidiary or Domestic Subsidiary, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances mandatory prepayments shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid a pro rata basis to the date fixed for prepayment. Notwithstanding then outstanding Term Loans of the foregoingSeries being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or LIBOR Rate Loans; provided that to the extent less than all Lenders exercise the right to decline a given Waivable Mandatory Prepayment or Waivable Tranche B-2 Prepayment pursuant to Section 2.09(g) or 2.09(h), mandatory repayments then, with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary such Waivable Mandatory Prepayment or Waivable Tranche B-2 Prepayment, the amount of such mandatory prepayment shall not be required if and for so long as the Borrower has determined in good faith that repatriation applied first to the Borrower Term Loans of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or Series that are ABR Loans to the applicable organizational documents full extent thereof before application to Term Loans of such SubsidiarySeries that are LIBOR Rate Loans in a manner that minimizes the amount of any payments required to be made by the Co-Borrowers pursuant to Section 2.14.