Common use of Mandatory Prepayment of Term Loans Clause in Contracts

Mandatory Prepayment of Term Loans. (i) The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded the amount of prepayments required to be made from Holdings’ Excess Cash Flow in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9.

Mandatory Prepayment of Term Loans. (a) No later than three Business Days after the earlier of (i) The Borrower shallninety (90) days after the end of each fiscal year of the Borrower, in accordance commencing with Subsection 4.4(g)the fiscal year ending on December 31, prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c))2018, and (ii) if the date on or after which the Closing Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted financial statements with respect to such fiscal year are delivered pursuant to Subsection 8.1 other than Specified Refinancing Term LoansSection 5.01(a) (the “Excess Cash Flow Application Date”), the Borrower shall, in accordance with Subsection 4.4(g), shall prepay the outstanding Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent an aggregate principal amount equal to 100.0% of the Net ECF Percentage for the Excess Cash Proceeds thereof minus the portion of Flow Period then ended; provided that no such Net prepayment shall be required for any Excess Cash Proceeds applied (Flow Period to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term LoansExcess Cash Flow Period was less than $10.0 million; provided, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and any prepayment of Term Loans (including Incremental Term Loansfurther, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded shall be further reduced (without duplication of any amount that has reduced the amount of prepayments Term Loans required to be made from Holdings’ prepaid pursuant to this clause (a) in any other year) by an amount equal to the amount of Term Loans prepaid pursuant to Section 2.08 during the time period commencing at the beginning of the Excess Cash Flow Period with respect to which such prepayment is required and ending on the day preceding the Excess Cash Flow Application Date (in such fiscal yearthe case of a prepayment of Term Loans pursuant to Section 2.08(d), in each caselimited to the amount of cash expended), excluding other than prepayments funded with the proceeds from of the Incurrence incurrence of long-term Indebtedness (the amount described in this clause (Aother than under any revolving credit facility), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9.

Mandatory Prepayment of Term Loans. (ia) The No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of the Borrower shall, in accordance with Subsection 4.4(gare required to be delivered pursuant to Section 5.01 (a), prepay commencing with the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c))fiscal year ending on December 31, (ii) if on or after the Closing Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans)2007, the Borrower shall, in accordance with Subsection 4.4(g), shall prepay the outstanding Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent amount equal to 100.0% of the Net Cash Proceeds thereof minus the portion of such Net Cash Proceeds applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent aggregate principal amount equal to (A) (1) 50.050% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year the fiscal year then ended, minus (2B) the sum amount of (x) the aggregate Dollar Equivalent principal amount any prepayments of Term Loans (including Incremental Term Loans, Extended Term or Pre-Funded L/C Loans and Specified Refinancing Term Loans) prepaid made pursuant to Subsection 4.4(a) and any prepayment of Term Loans Section 2.08 (including Incremental Term Loansso long as a corresponding reduction in Pre-Funded L/C Commitments is made), Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving voluntary prepayments of loans under the Senior Secured Asset-Based Revolving Credit Agreement solely to the extent there is an equivalent permanent reduction in revolving commitments thereunder and the amount of any commitments with respect thereto are permanently reduced)voluntary reductions in Pre-Funded L/C Commitments solely to the extent that there is an equal amount of Credit-Linked Deposits repaid to the Lenders, in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years year, except to the extent that such prepayments were financed with the amount proceeds of other Indebtedness of the Borrower or its Subsidiaries; provided that (i) such prepayment exceeded the amount percentage of prepayments required to be made from Holdings’ Excess Cash Flow in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (the amount described in this clause (A), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 025% of such Excess Cash Flow if the Consolidated Secured Leverage Ratio as at the end of the last day of the immediately preceding Fiscal Year was such fiscal year shall be equal to or less than 3.40:1.00. Nothing in this Subsection 4.4(e3.00 to 1.00, but greater than 2.00 to 1.00, and (ii) such prepayment shall limit not be required if the rights Consolidated Leverage Ratio at the end of the Agents and the Lenders set forth in Subsection 9such fiscal year shall be equal to or less than 2.00 to 1.00.

Mandatory Prepayment of Term Loans. (a) No later than three Business Days after the earlier of (i) The Borrower shallninety (90) days afterthe end of each fiscal year of the Borrower, in accordance commencing with Subsection 4.4(g)the fiscal year ending on December 31,2018, prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), and (ii) if the date on or after which the Closing financial statements with respect to such fiscal year are deliveredpursuant to Section 5.01(a) (the “Excess Cash Flow Application Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans”), the Borrower shall, in accordance with Subsection 4.4(g), prepay the shall prepayoutstanding Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent an aggregate principal amount equal to 100.0% of the Net Cash Proceeds thereof minus ECF Percentage for the portion of ExcessCash Flow Period then ended; provided that no such Net Cash Proceeds applied (prepayment shall be required for any Excess CashFlow Period to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term LoansExcess Cash Flow Period was less than $10.0million; provided, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and any prepayment of Term Loans (including Incremental Term Loansfurther, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded shall be further reduced (withoutduplication of any amount that has reduced the amount of prepayments Term Loans required to be made from Holdings’ prepaid pursuant tothis clause (a) in any other year) by an amount equal to the amount of Term Loans prepaid pursuant toSection 2.08 during the time period commencing at the beginning of the Excess Cash Flow Period withrespect to which such prepayment is required and ending on the day preceding the Excess Cash FlowApplication Date (in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence case of long-term Indebtedness (the amount described in this clause (Aa prepayment of Term Loans pursuant to Section 2.08(d), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (limited to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9.the-58-

Mandatory Prepayment of Term Loans. (a) No later than three Business Days after the earlier of (i) The Borrower shallninety (90) days afterthe end of each fiscal year of the Borrower, in accordance commencing with Subsection 4.4(g)the fiscal year ending on December 31,2018, prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), and (ii) if the date on or after which the Closing financial statements with respect to such fiscal year are deliveredpursuant to Section 5.01(a) (the “Excess Cash Flow Application Date, Holdings or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans”), the Borrower shall, in accordance with Subsection 4.4(g), prepay the shall prepayoutstanding Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in a Dollar Equivalent an aggregate principal amount equal to 100.0% of the Net Cash Proceeds thereof minus ECF Percentage for the portion of ExcessCash Flow Period then ended; provided that no such Net Cash Proceeds applied (prepayment shall be required for any Excess CashFlow Period to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2016) (each, an “ECF Payment Date”), in a Dollar Equivalent amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of Holdings’ Excess Cash Flow for such Fiscal Year minus (2) the sum of (x) the aggregate Dollar Equivalent principal amount of Term Loans (including Incremental Term LoansExcess Cash Flow Period was less than $10.0million; provided, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a) and any prepayment of Term Loans (including Incremental Term Loansfurther, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment) or any Pari Passu Indebtedness (including revolving loans to the extent any commitments with respect thereto are permanently reduced), in each case during such Fiscal Year and (y) the aggregate amount in respect of clause (x) from previous fiscal years to the extent the amount of such prepayment exceeded shall be further reduced (withoutduplication of any amount that has reduced the amount of prepayments Term Loans required to be made from Holdings’ prepaid pursuant tothis clause (a) in any other year) by an amount equal to the amount of Term Loans prepaid pursuant toSection 2.08 during the time period commencing at the beginning of the Excess Cash Flow Period withrespect to which such prepayment is required and ending on the day preceding the Excess Cash FlowApplication Date (in such fiscal year, in each case, excluding prepayments funded with proceeds from the Incurrence case of long-term Indebtedness (the amount described in this clause (Aa prepayment of Term Loans pursuant to Section 2.08(d), the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (limited to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.40:1.00. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Subsection 9.the-57-