Common use of Prepayment Events Clause in Contracts

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On In the event and on each occasion that an Asset Sale any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any Prepayment Event or a Recovery that occurs at any time the Leverage Ratio is greater than 4.25 to 1.00 (based on the Leverage Ratio set forth in the most recently delivered Compliance Certificate and after giving pro forma effect to such Prepayment Event occursEvent), the Borrower shall, within ten Business Days immediately after the receipt of such Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date)are received by any Loan Party or Subsidiary, prepay (or cause to be prepaidthe Obligations as described below in this Section 2.11(c) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal an aggregate amount equal to 100% of the such Net Cash Proceeds from such Prepayment EventProceeds; provided that the percentage in obligations under this Section 5.2(a)(i2.11(c) shall be reduced to (A) 50% if not apply until such time as the Consolidated First Lien aggregate Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00Proceeds received in any fiscal year exceed $2,000,000; provided, further, that, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower may use Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Cash Proceeds Proceeds, to prepay acquire (or repurchase any Indebtedness replace or rebuild) real property, equipment or other tangible assets (and with such prepaid or repurchased Indebtedness permanently extinguishedexcluding inventory) to be used in the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum business of the outstanding principal amount Loan Parties, and certifying that no Event of Default has occurred and is continuing at such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaidtime, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(i) paragraph in respect of the case Net Proceeds specified in such certificate; provided, further, that to the extent of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding such Net Cash Proceeds that have not been so applied by the end of less than $5,000,000 such 180-day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied; provided, further, that if such Net Proceeds have been contractually committed to be reinvested by the aggregate and (ii) end of such 180-day period, no such prepayment requirement shall apply unless and until the amount at any time such Net Proceeds are not actually reinvested within 365 days after receipt of such Net Cash Proceeds from such Prepayment Events Proceeds. All prepayments required to be applied at or prior to such time made pursuant to this Section 5.2(a)(i2.11(c) and not yet shall be applied at or prior to such time to prepay the Term Loans and shall be applied as follows: first, to reduce the immediately subsequent four (4) scheduled repayments of Term Loans to be made pursuant to Section 2.10 in direct order of maturity, and second, pro rata to reduce the remaining scheduled repayments of Term Loans to be made pursuant to Section 2.10. (ii) Notwithstanding anything in this Section 2.11(c) to the contrary, if the Borrower determines in good faith that the repatriation to the Borrower of any amounts required to mandatorily prepay the Term Loans pursuant to this Section exceeds (xSections 2.11(c) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under attributable to Foreign Subsidiaries would violate or otherwise be restricted by applicable Law, or would otherwise result in material adverse tax consequences (such amount, a “Restricted Amount”), the threshold specified in clause (i) or over amount that the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year Borrower shall be applied as a prepayment in accordance with required to mandatorily prepay pursuant to this Section 5.2(a)(i2.11(c) (and only amounts shall be reduced by the Restricted Amount; provided that the Borrower shall use commercially reasonable efforts to take all actions permitted by applicable law in excess order to repatriate or otherwise permit the payment of Restricted Amount to the extent that the repatriation of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the relevant Net Cash Proceeds from the occurrence relevant Foreign Subsidiary would no longer be in violation of such Debt Incurrence Prepayment Eventapplicable Law or result in material adverse tax consequences, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i)and, at the Borrower’s election as time of such repatriation of all or any portion of such Restricted Amount, shall immediately apply the such amount to the allocation of such Net Cash Proceeds as among any and all repayment of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment EventLoans.

Prepayment Events. Upon the occurrence of any Prepayment Event, (i) On each occasion that an Asset Sale Lead Borrower shall promptly notify Agent of such proposed Prepayment Event or (in the case of a Recovery Prepayment Event occurs, Disposition) (including the Borrower shall, within ten Business Days after amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (ii) promptly upon receipt by a Loan Party and/or such Subsidiary of the Net Cash Proceeds of such Prepayment Event (orEvent, Borrower shall deliver, or cause to be delivered, such Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with Section 2.04(c) hereof; provided, that, in the case of Deferred a Disposition, any Net Cash Proceeds, within three Business Days after Proceeds received by a Loan Party upon the Deferred Net Cash Proceeds Payment Date), prepay (or cause Disposition of assets in excess of the most recent appraised value of such assets shall not be required to be prepaid) (subject delivered to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal Agent pursuant to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 2.04(b); and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that in the Borrower may use case of a portion Disposition permitted under clause (f) or (h) of the definition of “Permitted Disposition”, such Net Cash Proceeds to prepay prepayment shall not be required. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, in the case of a prepayment resulting from a Prepayment Event as described in clause (a) or repurchase any Indebtedness (and with b) of the definition thereof, such prepaid or repurchased Indebtedness permanently extinguished) prepayment shall not be required to the extent a Loan Party or such Indebtedness is secured with a Lien on Subsidiary reinvests the Collateral ranking pari passu with the Lien securing the Initial Term Loans Net Proceeds of any Prepayment Event in productive assets (other than Inventory (except to the extent Inventory was subject to a Prepayment Event as described in clause (b) of the definition thereof)) of a kind then used or usable in the business of any Borrower or such Indebtedness requires Subsidiary, within one hundred eighty (180) days after the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds date of such Prepayment Event, in each case in or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within an amount not to exceed the product of additional one hundred eighty (x180) the amount days thereafter; provided that Lead Borrower notifies Agent of such Net Cash Proceeds multiplied by (y) a fraction, Borrower’s or such Subsidiary’s intent to reinvest and of the numerator of which is the outstanding principal amount completion of such Indebtedness reinvestment at the time such proceeds are received and with respect to which when such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event reinvestment occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) belowrespectively. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below.. 100 (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On each occasion that The Company shall prepay the Notes in an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal aggregate amount equal to 100% the Noteholder Pro Rata Share of the Net Cash Proceeds from such or Excess Proceeds (with respect to any Prepayment Event described in clause (d) of the definition thereof), as applicable, with respect to any Prepayment Event; provided that the percentage in this Section 5.2(a)(i) . Such prepayment shall be reduced to made at one hundred percent (A100%) 50% if of the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which Notes being so prepaid, plus interest on such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount then being prepaid accrued to the Prepayment Date and shall become due and payable in full promptly upon receipt by the Company or such Subsidiary of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased Net Proceeds Amount or prepaidExcess Proceeds, the declined amount shall promptly as applicable (and in any event within ten 3 Business Days after thereof) (such date the date “Prepayment Date”). In addition, an amount equal to the Make-Whole Amount determined as of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) Date with respect to such Fiscal Year principal amount of Notes being so prepaid shall be applied as a prepayment capitalized in accordance with this Section 5.2(a)(i) (Sections 2A.2 and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))8.10 hereof. (ii) On each occasion that The Company shall promptly (and in no event less than 5 Business Days prior to any Prepayment Event) deliver, or cause to be delivered, a Debt Incurrence written notice of such Prepayment Event occursspecifying (i) in reasonable detail, the Borrower shallnature of the transaction constituting the Prepayment Event, within ten Business Days after (ii) the receipt amount of the estimated Net Cash Proceeds or Excess Proceeds, as applicable, to be received by the Company and any of its Subsidiaries in respect thereof (iii) the proposed Prepayment Date and that the prepayment from the Net Cash Proceeds from the occurrence or Excess Proceeds, as applicable, of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness is being made pursuant to Section 10.1(v)(i8.8, (iv) the principal amount of each Note to be prepaid, (v) the interest that is due on each Note to be prepaid, accrued to the Prepayment Date, and (vi) the estimated Make-Whole Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), at setting forth the Borrower’s election as to the allocation details of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Eventcomputation.

Prepayment Events. (i) On each occasion that an Asset Sale Upon the occurrence of any Prepayment Event or a Recovery Prepayment Event occursEvent, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event and within ten Business Days after the receipt occurrence of Net Cash Proceeds of such any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (dSection 2.3(2) below, prepay Borrowings under the Term Loans with a Facilities in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that that, with respect to the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date Cash Proceeds of such prepayment is less than an Asset Sale Prepayment Event or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; providedCasualty Prepayment Event, further, that the Borrower may use a rateable portion of such Net Cash Proceeds to prepay or repurchase any Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with equal in priority to the Lien Liens securing the Initial Term Loans Obligations to the extent such any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase or prepay such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such the Permitted Other Indebtedness with a Lien on the Collateral ranking equal with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness and the outstanding principal amount of Borrowings under the Term Loans (it being understood Facilities; and provided further that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount Borrower shall promptly (and in any event within ten Business Days after the date of such rejection) not be applied required to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) such Borrowings in the case of any an Asset Sale Prepayment Event or Recovery Casualty Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 if, both before and on a pro forma basis immediately after the related Asset Sale(s) or casualty event(s) giving rise to such event, the Consolidated Debt Leverage Ratio does not exceed 1.75:1 (and, in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from event that such ratio does exceed 1.75:1 after giving effect to such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occursEvent, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of shall only be required to make such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as prepayment to the allocation of extent necessary to reduce such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect ratio to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event1.75:1).

Prepayment Events. (iA) On In the event and on each occasion that an Asset Sale any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event or a Recovery Prepayment Event occursfollowing the Closing Date, the Borrower Company shall, within ten two Business Days after following the receipt of day such Net Cash Proceeds of such Prepayment Event are received (or, in the case of Deferred a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable); provided that, in accordance with the case of any event described in clauses (ca) and or (db) belowof the definition of the term “Prepayment Event,” if the Company shall, Term Loans with prior to the date of the required prepayment, deliver to the Administrative Agent a principal amount equal certificate of an authorized officer of the Company to 100% of the effect that the Company intends to cause the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to event (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to prepay acquire assets to be used in the business of the Company or repurchase the Restricted Subsidiaries, or to consummate any Indebtedness Permitted Acquisition (and with such prepaid or repurchased Indebtedness permanently extinguished) to any other acquisition of all or substantially all the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product assets of (xor all or substantially all the assets constituting a business unit, division, product line or line of business of) the amount any Person) permitted hereunder, and certifying that no Event of such Net Cash Proceeds multiplied by (y) a fractionDefault has occurred and is continuing, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(i) paragraph in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year). (B) In the event that the Company has Excess Cash Flow for any fiscal year of the Company commencing with the fiscal year ending on or about March 31, 2019, the Company shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loan B Advances in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year over (y) the amount of prepayments of Term Loan B Advances under the Term Loan B Facility pursuant to Section 2.06(c) (including, in the case of Term Loan B Advances prepaid pursuant to Section 2.06(c)(iii), the actual purchase price paid in cash in respect of such Term Loan B Advances) during such fiscal year (other than any such prepayment made with the proceeds of Funded Debt Incurrence (other than Revolving Loan Advances)). (C) Any mandatory prepayment of (x) Advances to be made pursuant to Section 2.06(b)(ii)(A) shall be applied pro rata to the Advances under the Term Facilities then outstanding based on the aggregate principal amounts of outstanding Advances of each Class under the Term Facilities; provided that to the extent provided in the relevant Incremental Term Loan A Facility Amendment, Incremental Term Loan B Facility Amendment or Extension Amendment, any Class of Incremental Term Loan A Advances, Incremental Term Loan B Advances or Extended Advances under the Term Loan A Facilities or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Advances under the Term Facilities and (y) Term Loan B Advances to be made pursuant to Section 2.06(b)(ii)(B) shall be applied pro rata to the Term Loan B Advances then outstanding based on the aggregate principal amounts of outstanding Term Loan B Advances; provided that to the extent provided in the relevant Incremental Term Loan B Facility Amendment or Extension Amendment, any Incremental Term Loan B Advances or Extended Advances under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (D) Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Advances pursuant to this ýSection 2.06(b)(ii) (other than a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Advances but was so declined may be retained by the Company and shall constitute “Declined Proceeds.” (E) To the extent practicable, the Company shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 12:00 noon (New York City time) on the Business Day of such prepayment, in the case of Base Rate Advances, and at least two Business Days prior to such prepayment, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment and a reasonably detailed calculation of the amount of such prepayment. Each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiples in excess thereof, except as necessary to apply fully the required amount of a mandatory prepayment. In the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b). Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid.

Prepayment Events. (iA) On In the event and on each occasion that an Asset Sale any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event or a Recovery Prepayment Event occursfollowing the Closing Date, the Borrower Company shall, within ten two Business Days after following the receipt of day such Net Cash Proceeds of such Prepayment Event are received (or, in the case of Deferred a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable); provided that, in accordance with the case of any event described in clauses (ca) and or (db) belowof the definition of the term “Prepayment Event,” if the Company shall, Term Loans with prior to the date of the required prepayment, deliver to the Administrative Agent a principal amount equal certificate of an authorized officer of the Company to 100% of the effect that the Company intends to cause the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to event (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to prepay acquire assets to be used in the business of the Company or repurchase the Restricted Subsidiaries, or to consummate any Indebtedness Permitted Acquisition (and with such prepaid or repurchased Indebtedness permanently extinguished) to any other acquisition of all or substantially all the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product assets of (xor all or substantially all the assets constituting a business unit, division, product line or line of business of) the amount any Person) permitted hereunder, and certifying that no Event of such Net Cash Proceeds multiplied by (y) a fractionDefault has occurred and is continuing, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(i) paragraph in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Eventevent (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year). (B) In the event that the Company has Excess Cash Flow for any fiscal year of the Company commencing with the fiscal year ending on or about March 31, 2019, the Company shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loan B Advances in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year less (y) the amount of prepayments of Advances under the Term Facilities pursuant to Section

Prepayment Events. (iA) On In the event and on each occasion that an Asset Sale any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event or a Recovery Prepayment Event occursfollowing the Closing Date, the Borrower Company shall, within ten one Business Days after Day following the receipt of day such Net Cash Proceeds of such Prepayment Event are received (or, in the case of Deferred a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable); provided that, in accordance with the case of any event described in clauses (ca) and or (db) belowof the definition of the term “Prepayment Event,” if the Company shall, Term Loans with prior to the date of the required prepayment, deliver to the Agents a principal amount equal certificate of an authorized officer of the Company to 100% of the effect that the Company intends to cause the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to event (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to prepay acquire assets to be used in the business of the Company or repurchase the Restricted Subsidiaries, or to consummate any Indebtedness Permitted Acquisition (and with such prepaid or repurchased Indebtedness permanently extinguished) to any other acquisition of all or substantially all the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product assets of (xor all or substantially all the assets constituting a business unit, division, product line or line of business of) the amount any Person) permitted hereunder, and certifying that no Event of such Net Cash Proceeds multiplied by (y) a fractionDefault has occurred and is continuing, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(i) paragraph in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year). (B) In the event that the Company has Excess Cash Flow for any fiscal year of the Company commencing with the fiscal year ending on or about March 31, 2016, the Company shall, not later than ninety (90) days following the end of such fiscal year, prepay Advances under the Term Facilities in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year over (y) the amount of prepayments of Advances under the Term Facilities pursuant to ýSection 2.06(c) (including, in the case of Term Advances prepaid pursuant to ýSection 2.06(c)(iii), the actual purchase price paid in cash in respect of such Advances) during such fiscal year (other than any such prepayment made with the proceeds of Funded Debt Incurrence (other than Revolving Loan Advances)). (C) Any mandatory prepayment of Term Advances to be made pursuant to Section 2.06(b)(ii) shall be applied pro rata to the Term Advances under the Term Facilities then outstanding based on the aggregate principal amounts of outstanding Advances of each Class under the Term Facilities; provided that to the extent provided in the relevant Incremental Term Loan A Facility Amendment, Incremental Term Loan B Facility Amendment or Extension Amendment, any Class of Incremental Term Loan A Advances, Incremental Term Loan B Advances or Extended Advances under the Term Loan A Facilities or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Advances under the Term Facilities. (D) Notwithstanding the foregoing, any Lender may elect, by notice to the applicable Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by each Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Advances pursuant to this ýSection 2.06(b)(ii) (other than a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Advances but was so declined may be retained by the Company and shall constitute “Declined Proceeds.” (E) To the extent practicable, the Company shall notify the applicable Agent by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 12:00 noon (New York City time) on the Business Day of such prepayment, in the case of Base Rate Advances, and at least two Business Days prior to such prepayment, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment and a reasonably detailed calculation of the amount of such prepayment. Each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiples in excess thereof, except as necessary to apply fully the required amount of a mandatory prepayment. In the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b). Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid.

Prepayment Events. (iA) On In the event and on each occasion that an Asset Sale any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event or a Recovery Prepayment Event occursfollowing the Closing Date, the Borrower Company shall, within ten two Business Days after following the receipt of day such Net Cash Proceeds of such Prepayment Event are received (or, in the case of Deferred a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable); provided that, in accordance with the case of any event described in clauses (ca) and or (db) belowof the definition of the term “Prepayment Event,” if the Company shall, Term Loans with prior to the date of the required prepayment, deliver to the Administrative Agent a principal amount equal certificate of an authorized officer of the Company to 100% of the effect that the Company intends to cause the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to event (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to prepay acquire assets to be used in the business of the Company or repurchase the Restricted Subsidiaries, or to consummate any Indebtedness Permitted Acquisition (and with such prepaid or repurchased Indebtedness permanently extinguished) to any other acquisition of all or substantially all the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product assets of (xor all or substantially all the assets constituting a business unit, division, product line or line of business of) the amount any Person) permitted hereunder, and certifying that no Event of such Net Cash Proceeds multiplied by (y) a fractionDefault has occurred and is continuing, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(i) paragraph in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year). (B) In the event that the Company has Excess Cash Flow for any fiscal year of the Company commencing with the fiscal year ending on or about March 31, 2019, the Company shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loan B Advances in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such fiscal year over (y) the amount of prepayments of Term Loan B Advances under the Term Loan B Facility pursuant to Section 2.06(c) (including, in the case of Term Loan B Advances prepaid pursuant to Section 2.06(c)(iii), the actual purchase price paid in cash in respect of such Term Loan B Advances) during such fiscal year (other than any such prepayment made with the proceeds of Funded Debt Incurrence (other than Revolving Loan Advances)). (C) Any mandatory prepayment of (x) Advances to be made pursuant to Section 2.06(b)(ii)(A) shall be applied pro rata to the Advances under the Term Facilities then outstanding based on the aggregate principal amounts of outstanding Advances of each Class under the Term Facilities; provided that to the extent provided in the relevant Incremental Term Loan A Facility Amendment, Incremental Term Loan B Facility Amendment or Extension Amendment, any Class of Incremental Term Loan A Advances, Incremental Term Loan B Advances or Extended Advances under the Term Loan A Facilities or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Advances under the Term Facilities and (y) Term Loan B Advances to be made pursuant to Section 2.06(b)(ii)(B) shall be applied pro rata to the Term Loan B Advances then outstanding based on the aggregate principal amounts of outstanding Term Loan B Advances; provided that to the extent provided in the relevant Incremental Term Loan B Facility Amendment or Extension Amendment, any Incremental Term Loan B Advances or Extended Advances under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (D) Notwithstanding the foregoing, any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Advances pursuant to this Section 2.06(b)(ii) (other than a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Advances but was so declined may be retained by the Company and shall constitute “Declined Proceeds.” (E) To the extent practicable, the Company shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 12:00 noon (New York City time) on the Business Day of such prepayment, in the case of Base Rate Advances, and at least two Business Days prior to such prepayment, in the case of Eurocurrency Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment and a reasonably detailed calculation of the amount of such prepayment. Each partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum and integral multiples of the Borrowing Multiples in excess thereof, except as necessary to apply fully the required amount of a mandatory prepayment. In the case of any such prepayment of any Eurocurrency Rate Advance, the Company shall pay all accrued interest to the date of such prepayment on the portion of such Eurocurrency Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b). Each notice of prepayment will specify the date and amount of such prepayment and the Advances to be prepaid.

Prepayment Events. (i) On In the event and on each occasion after the Effective Date that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower ASI shall, within ten Business Days after the on each date of receipt by Holding, ASI or any Subsidiary of Net Cash Proceeds in respect of such Prepayment Event (orEvent, in cause the case of Deferred Net Cash ProceedsBorrowers to prepay Term Borrowings and reduce the Periodic Access Loan Commitments, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), pro rata in accordance with clauses (c) the respective outstanding principal amounts of the Term Borrowings and (d) belowthe amount of the Total Periodic Access Commitment, Term Loans with a principal in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that (A) no such prepayment of Term Borrowings and reduction of Periodic Access Loan Commitments shall be required in an aggregate amount less than $10,000,000 (or the Alternative Currency Equivalent) and any receipt of Net Cash Proceeds from that would result in prepayments and reductions in a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds received and not yet applied equals or exceeds $10,000,000 (or the Alternative Currency Equivalent), at which time such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) prepayments and reductions shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and made, (B) 0% if to the Consolidated First Lien extent that Net Leverage Ratio on the date Cash Proceeds received in respect of such a Prepayment Event are received by an Excluded Subsidiary, no prepayment is less than of Term Borrowings or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion reduction of Periodic Access Loan Commitments shall be required hereunder in respect of such Net Cash Proceeds unless and until such Excluded Subsidiary ceases to prepay be an Excluded Subsidiary (provided that ASI shall exercise commercially reasonable efforts to arrange for such Net Cash Proceeds to be paid to ASI or repurchase any Indebtedness another Subsidiary that is not an Excluded Subsidiary if such payment can be made without commercially unreasonable consequences) and (and with such prepaid or repurchased Indebtedness permanently extinguishedC) to the extent that any prepayment required by this paragraph would require prepayment of any LIBOR Borrowing or Alternative Currency Borrowing on a day other than the last day of the Interest Period with respect thereto and would result in the incurrence of costs pursuant to Section 2.14, then, unless an Event of Default has occurred and is continuing, the amount that would be required to be applied to prepay such Indebtedness is secured with a Lien Borrowing may, at ASI's option, be paid on such day to the Collateral ranking pari passu Agent and held as cash Collateral securing such Borrowing until the last day of the Interest Period with respect to such Borrowing, at which time such amount shall be applied to prepay such Borrowing (provided that, in determining which Borrowings of a Borrower are to be prepaid within a Credit Facility, prepayments required by this paragraph shall be allocated by ASI in such manner as will minimize the Lien securing the Initial Term Loans necessity and duration of any deferral of prepayment pursuant to this clause (C)). ASI shall deliver to the extent such Indebtedness requires Administrative Agent at or prior to the issuer time of each prepayment pursuant to prepay or make an offer to purchase or prepay such Indebtedness with this paragraph a certificate executed by a Financial Officer of ASI setting forth in reasonable detail the proceeds calculation of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))prepayment. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On In the event and on each occasion after the Effective Date that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower ASI shall, within ten Business Days after the on each date of receipt by Holding, ASI or any Subsidiary of Net Cash Proceeds in respect of such Prepayment Event (orEvent, cause the Borrowers to prepay Loans and reduce the Commitments pursuant to which the prepaid Loans shall have been made in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that (A) no such prepayment and 50 45 reduction of Commitments shall be required in an aggregate amount less than $10,000,000 (or an amount the Dollar Equivalent of which is $10,000,000) and any receipt of Net Cash Proceeds from that would result in prepayments and reductions in a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds received and not yet applied equals or exceeds $10,000,000 (or the Alternative Currency Equivalent), at which time such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) prepayments and reductions shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and made, (B) 0% if to the Consolidated First Lien extent that Net Leverage Ratio on the date Cash Proceeds received in respect of such a Prepayment Event are received by an Excluded Subsidiary, no prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion reduction of Commitments shall be required hereunder in respect of such Net Cash Proceeds unless and until such Excluded Subsidiary ceases to prepay be an Excluded Subsidiary (provided that ASI shall exercise commercially reasonable efforts to arrange for such Net Cash Proceeds to be paid to ASI or repurchase any Indebtedness another Subsidiary that is not an Excluded Subsidiary if such payment can be made without commercially unreasonable consequences) and (and with such prepaid or repurchased Indebtedness permanently extinguishedC) to the extent that any prepayment required by this paragraph would require prepayment of any LIBOR Borrowing on a day other than the last day of the Interest Period with respect thereto and would result in the incurrence of costs pursuant to Section 2.14, then, unless an Event of Default has occurred and is continuing, the amount that would be required to be applied to prepay such Indebtedness is secured with a Lien Borrowing may, at ASI's option, be paid on such day to the Collateral ranking pari passu Agent and held as cash Collateral securing such Borrowing until the last day of the Interest Period with respect to such Borrowing, at which time such amount shall be applied to prepay such Borrowing (provided that, in determining which Borrowings of a Borrower are to be prepaid within a Credit Facility, prepayments required by this paragraph shall be allocated by ASI in such manner as will minimize the Lien securing the Initial Term Loans necessity and duration of any deferral of prepayment pursuant to this clause (C)). ASI shall deliver to the extent such Indebtedness requires Administrative Agent at or prior to the issuer time of each prepayment pursuant to prepay or make an offer to purchase or prepay such Indebtedness with this paragraph a certificate executed by a Financial Officer of ASI setting forth in reasonable detail the proceeds calculation of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))prepayment. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On each occasion that an Asset Sale Upon the occurrence of any Prepayment Event or a Recovery Prepayment Event occursEvent, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event and within ten Business Days after the receipt occurrence of Net Cash Proceeds of such any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (dSection 2.3(2) below, prepay Term Loans with a in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that that, with respect to the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date Cash Proceeds of such prepayment is less than an Asset Sale Prepayment Event or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; providedCasualty Prepayment Event, further, that the Borrower may use a rateable portion of such Net Cash Proceeds to prepay or repurchase any Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with equal in priority to the Lien Liens securing the Initial Term Loans Obligations to the extent such any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase or prepay such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such the Permitted Other Indebtedness with a Lien on the Collateral ranking equal with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))Loans. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. In the event that any Loan Party or any of its Subsidiaries receives Net Cash Proceeds in respect of any Prepayment Event, then, substantially simultaneously with (iand in any event not later than the first Business Day next following) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of such Net Cash Proceeds, the Borrowers shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable)an Extraordinary Receipt, in accordance with clauses (c) and (d) below, Term Loans with a principal an amount equal to 100% of the such Extraordinary Receipt); provided, that with respect to any Net Cash Proceeds from such Prepayment received in respect of any Disposition or Casualty Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to , so long as (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date no Default or Event of such prepayment Default shall have occurred and is less than continuing or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and would result therefrom, (B) 0% if Borrowers shall have given Administrative Agent prior written notice of Borrowers’ intention to apply such monies to the Consolidated First Lien Net Leverage Ratio on costs of replacement of the date properties or assets that are the subject of such prepayment is less than sale or equal disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (D) such Loan Party or its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to 2.30 apply such monies to 1.00the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Administrative Agent and applied in accordance with Section 2.5(b)(iii); provided, provided further, that no Loan Party nor any of its Subsidiaries shall have the Borrower may right to use a portion of such Net Cash Proceeds to prepay make such replacements, purchases, or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds construction in excess of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and $250,000 in any event within ten Business Days after the date given Fiscal Year. Nothing contained in this Section 2.5(b)(ii) shall permit any Loan Party or any of such rejection) be applied its Subsidiaries to prepay the Term Loans sell or otherwise dispose of any assets other than in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))7.5. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occursUnless the Agent (acting on behalf of all of the Banks) otherwise agrees, the Borrower shall, within ten Business Days after subject to the receipt Intercreditor Agreement, be obliged to prepay the Advances in whole immediately upon the occurrence of Net Cash Proceeds of such a Full Prepayment Event (or, in the case whether or not also an Event of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment DateDefault), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), whereupon the Total Commitments in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% respect of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) Facility shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))zero. (ii) Unless the Agent (acting on behalf of all of the Banks) otherwise agrees, the Borrower shall be obliged to apply (or procure that the same are applied) the aggregate net proceeds of any Flotation which does not constitute a Full Prepayment Event as follows: (A) the first (pound)100,000,000 of such aggregate net proceeds shall be applied in or towards prepaying (and cancelling a corresponding part of the commitments under) the Senior Facilities or, subject to the Intercreditor Agreement, in prepaying the Advances; and (B) thereafter, an amount equal to 50 per cent. of any other aggregate net proceeds shall be applied in or towards prepaying (and cancelling a corresponding part of the commitments under) the Senior Facilities, or subject to the Intercreditor Agreement, in prepaying the Advances. For the purpose of this clause 6.4(a)(ii) AGGREGATE NET PROCEEDS means the total cash proceeds realised by any Acquisition Party, Premier Holdings and/or other entity the subject of a Flotation, less the reasonable costs, fees and expenses incurred in connection with such Flotation. On each occasion that aggregate net proceeds are received in respect of a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Flotation not constituting a Full Prepayment Event, prepay Term Loans such aggregate net proceeds shall immediately be deposited in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, cash collateral account maintained for the Borrower shall, within five Business Days after the receipt purposes of the Net Senior Facilities Agreement or, if the Senior Facilities have been repaid in full, in a Cash Proceeds from Collateral Account with the occurrence Cash Collateral Account Bank and shall be applied in prepaying (and cancelling a corresponding part of such New Debt Incurrence Prepayment Eventthe commitments under) the Senior Facilities or, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as subject to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced DebtIntercreditor Agreement, in each case in a principal amount equal prepaying the Advances on the next succeeding Interest Payment Dates relating to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment EventAdvances concerned.

Prepayment Events. (ia) On each occasion that If for any Fiscal Year commencing with the fiscal year ending on December 31, 2017, there shall be Excess Cash Flow for such Fiscal Year, Borrowers shall pay to Agent for the benefit of Lenders holding a portion of the Term Loan an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(iten percent (10%) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal Excess Cash Flow (the “Cash Flow Recapture Requirement”), to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) be applied to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) Loan in the case reverse order of maturity. The Cash Flow Recapture Requirement for any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(ireceived by Agent no later than the date that is seven (7) (and only amounts in excess days after the delivery of the threshold amount in clause (x) or (y) above Financial Statements for such Fiscal Year required pursuant to Section 8.1(b). The Cash Flow Recapture requirement shall be applied as to the unpaid principal balance of the Term Loan, and after the Term Loan has been paid in full, to the outstanding principal balance of the Incremental Term Loans pro rata with any balance going to pay the outstanding principal balance of the Revolving Loan. Borrowers shall not be required to pay an Early Termination Fee on any amount repaid due to the Cash Flow Recapture Requirement. To the extent applicable, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment of a prepayment in accordance with this LIBOR Rate Loan or a Fixed Rate Loan, Borrowers shall pay any amounts due and payable pursuant to Section 5.2(a)(i))3.12. (b) Agent shall have the right, at the cost and expense of Borrowers, to require the appraisal by an independent appraisal firm acceptable to Agent of the trademarks of the Included Subsidiaries (i) to the extent that any appraisal previously prepared for the benefit of Agent or Lenders is three (3) or more years old, (ii) On each occasion that at any time following the write down of a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt material amount of the Net Cash Proceeds from value of any of trademarks of the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) Included Subsidiaries taken as a whole and (d) below. (iii) On each occasion if Agent in its reasonable discretion believes that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt value of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all trademarks of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay Included Subsidiaries taken has a whole has been impaired in a material respect. If the applicable Class or Classes of Term Loans that are the subject amount of the Refinanced Debt, in each case in a principal amount equal to 100% Loans exceeds fifty percent (50%) of the Net Cash Proceeds from appraised value of the trademarks of the Included Subsidiaries taken as a whole, Agent shall have the right to require that Borrowers reduce the amount of the Loans by such New Debt Incurrence Prepayment Eventexcess.

Prepayment Events. (iA) On In the event and on each occasion that an Asset Sale any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event or a Recovery (other than any Prepayment Event occursresulting from a Specified Asset Sale), the Borrower shall, within ten twenty (20) Business Days after the receipt of such Net Cash Proceeds of are received, prepay Term Loan borrowings in an aggregate amount equal to such Prepayment Event (orNet Proceeds; provided that, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay any event described in clause (or cause to be prepaida) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the definition of the term Prepayment Event which is not a Significant Transaction or a Specified Asset Sale, if the Borrower shall deliver to the Agent a certificate to the effect that the Borrower and its Subsidiaries intend to apply the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; providedevent, further, that the Borrower may use a portion within 270 days after receipt of such Net Cash Proceeds Proceeds, to prepay acquire real property, equipment or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) other tangible assets to be used in the extent such Indebtedness is secured with a Lien on business of the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists Borrower and the denominator of which Subsidiaries, and certifying that no Default has occurred and is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaidcontinuing, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) then no prepayment shall be required pursuant to this Section 5.2(a)(iparagraph (A) in respect of such event except to the case extent of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds therefrom that have not been so applied by the end of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year270 day period, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year a prepayment shall be applied as a prepayment required in accordance with this Section 5.2(a)(i) (and only amounts in excess of an amount equal to the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))Net Proceeds that have not been so applied. (iiB) On In the event and on each occasion that a Debt Incurrence any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event occursresulting from a Specified Asset Sale, the Borrower shall, within ten twenty (20) Business Days after such Net Proceeds are received, prepay Term Loan borrowings in an aggregate amount equal to fifty percent (50%) of the Net Proceeds of such Prepayment Event. (C) The Borrower agrees that any Net Proceeds from any Specified Asset Sale which are not used to prepay Term Loan borrowings pursuant to paragraph (B) of this Section 3.2(b)(1) may be used to effect a Permitted Repurchase within 180 days of the receipt of such Net Proceeds; provided that if such Net Proceeds are not used to effect a Permitted Repurchase within such 180 day period the Borrower shall immediately prepay Term Loan borrowings at the end of such 180 day period; provided further that if, within such 180 day period, the Borrower shall deliver to the Agent a certificate to the effect that the Borrower and its Subsidiaries intend to apply such Net Proceeds from such Specified Asset Sale, within 270 days after receipt of such Net Proceeds, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment, or application to effect a Permitted Repurchase, shall be required pursuant to this paragraph (C) in respect of such event except to the extent of any Net Proceeds therefrom that have not been so applied by the end of such 270 day period, at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) belowthat have not been so applied. (iiiD) On each occasion that a New Debt Incurrence Prepayment To the extent any such prepayment referred to in paragraphs (A), (B) or (C) of this Section 3.2(b)(1) would result in the payment of breakage costs hereunder, so long as no Default or Event occursof Default has occurred and is continuing, such prepayment shall be deferred until the Borrower shall, within five Business Days after the receipt last day of the Net Cash Proceeds from the occurrence of applicable Interest Period or such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i)breakage costs shall be waived, at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment EventMajority Lenders.

Prepayment Events. (iThe Borrower shall make Prepayments under this Subsection 3.2(a)(2), Subsection 3.2(a)(2) On each occasion of the Restated Argentine Financing Agreement and Subsection 3.2(a)(2) of the Restated Argentine Financing Agreement and Subsection 3.2(a)(2) of that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, certain Financing Agreement between the Borrower shalland BBVA dated as of March 25, within ten Business Days after 2003 (the “BBVA Financing Agreement”) upon the receipt of Net Cash Proceeds in respect of such any Prepayment Event in an amount equal to such Net Proceeds, which Prepayment shall be applied among this Subsection 3.2(a)(2), Subsection 3.2(a)(2) of the Restated Argentine Financing Agreement and Subsection 3.2(a)(2) of the BBVA Financing Agreement pro rata based on (orx) the then outstanding balance of the Term Loans, (y) the then outstanding balance of the term loans under the Restated Argentine Financing Agreement and (z) the then outstanding balance of the term loans under the BBVA Financing Agreement; provided, however, that in the case of Deferred Net Cash Proceedsa Prepayment Event consisting of a casualty or other insured damage, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to Borrower shall not be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) such prepayment obligation if no Default or Event of Default has occurred and is continuing and (di) below, Term Loans with if the property that was the subject of such casualty or damage is subject to a principal amount equal to 100% Lien permitted under paragraph (l) of the definition of “Permitted Liens” and the Person secured by such Lien is named as the loss payee of the insurance proceeds payable with respect to such casualty or damage, or (ii) if within the period of thirty (30) days following the receipt of such Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to Borrower (A) 50% if notifies the Consolidated First Lien Administrative Agent that it intends to reinvest such Net Leverage Ratio on Proceeds within the date six (6) months thereafter in the payment of the costs of repairing, restoring, rebuilding or replacing the portion of the property that was the subject of such prepayment is less than casualty or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 damage; and (B) 0% certifies that such repair, restoration, rebuilding or replacement will be completed within a period of six (6) months from the occurrence of the relevant casualty event; and provided further, that if the Consolidated First Lien Net Leverage Ratio on Proceeds from such a casualty event or damage exceed five million Dollars (US$5,000,000), the date full amount thereof shall be paid to (x) so long as the Restated Argentine Financing Agreement is in effect and any Obligations (as defined therein) are still outstanding, the Collateral Agent (as defined in the Restated Argentine Financing Agreement) and thereafter, to the Administrative Agent, to be held by such Collateral Agent or Agent, as the case may be, in, so long as the Restated Argentine Financing Agreement is in effect and any Obligations (as defined therein) are outstanding, the Net Proceeds Account (as defined in the Restated Argentine Financing Agreement) and thereafter to such account as directed by the Administrative Agent, and shall be released by such Collateral Agent or Administrative Agent, as the case may be, to or at the direction of the Borrower as and when required for payment of such prepayment is less than costs of repair, restoration, rebuilding or equal to 2.30 to 1.00replacement; provided, furtherhowever, that in no event shall the Borrower may use a portion amount payable in respect of such Net Cash Proceeds to prepay or repurchase any Indebtedness this clause (and with such prepaid or repurchased Indebtedness permanently extinguished2) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount as of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay Prepayment multiplied by the Term Loans in accordance with percentage shown on the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in Claimed Amount Schedule as of the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from relevant date on which such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above shall be applied as a prepayment in accordance with this Section 5.2(a)(i))is made. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten (10) Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any individual Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 25,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events shall only be required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single to the extent the Net Cash Proceeds from such Prepayment Event or (y) Events exceed $100,000,000 in the aggregate for all such Prepayment Events (other than those that are either yielding Net Cash Proceeds under the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)of this proviso) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and and, for the avoidance of doubt, only amounts in excess of the such $100,000,000 threshold amount in clause (xii) or (y) of this proviso above shall be required to be applied as a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) below. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.

Prepayment Events. (i) On In the event and on each occasion that an Asset Sale any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event or a Recovery Prepayment Event occursEvent, the Borrower shall, within ten Business Days immediately after the receipt of such Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date)are received, prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an aggregate amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that determined as follows: (i) no prepayment shall be required pursuant in respect of the first $10,000,000 of Net Proceeds of Prepayment Events subsequent to this Section 5.2(a)(ithe Closing Date (determined on a cumulative basis); (ii) in the case of Net Proceeds of Prepayment Events in excess of $10,000,000 subsequent to the Closing Date (determined on a cumulative basis) up to $30,000,000, the amount of the required prepayment shall be 50% of such Net Proceeds; and (iii) in the case of Net Proceeds of Prepayment Events subsequent to the Closing Date (determined on a cumulative basis) in excess of $30,000,000, the amount of the required prepayment shall be 80% of such Net Proceeds; provide that, in any Asset Sale event, in the case of any Prepayment Event consisting of a sale, transfer or Recovery Prepayment Event yielding other disposition of, or casualty or damage to, or condemnation of any Mortgaged Property or Collateral (other than a sale of Collateral in connection with, and incidental to, a sale of a line of business or other assets), the required prepayment shall be 100% of such Net Cash Proceeds. In the case of any Net Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events a Pre-payment Event that are not required to be applied at or to prepay Loans as provided in the preceding sentence, if such Net Proceeds are required by Section 4.06 of the Note Indenture to be applied to make a "Net Available Cash Offer" (as defined in the Note Indenture), then the Borrower shall make such Net Available Cash Offer to the Lenders as well as the holders of the 9.50% Notes. Any prepayment required by this paragraph shall be made, first, of outstanding Swingline Loans and, second, after all Swingline Loans have been paid in full, of outstanding Revolving Credit Loans and, if after all such Loans have been paid in full any portion of the required prepayment has not been fully applied and the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment (or, prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds (x) $25,000,000 for a single Prepayment Event or (y) $100,000,000 in the aggregate for all Prepayment Events (other than those that are either under Perfection Date, the threshold specified in clause (i) or over the threshold specified in clause (ii)(x)) in any one Fiscal Year, at which time all such Net Cash Proceeds referred to in this clause (ii) with respect to such Fiscal Year shall be applied as a prepayment in accordance with this Section 5.2(a)(i) (and only amounts in excess of the threshold amount in clause (x) or (y) above Total Revolving Commitment minus the Perfection Date Commitments), the excess shall be applied paid to the Administrative Agent as cash collateral as provided in paragraph (a) of this Section. The Borrower shall give the Administrative Agent at the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment and a prepayment in accordance with this Section 5.2(a)(i)). (ii) On each occasion that a Debt Incurrence Prepayment Event occursreasonably detailed calculation of the amount of such prepayment, which notice shall be given by the Borrower shall, within ten no later than 10:00 A.M. (New York time) one Business Days after Day prior to the receipt date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay Term Loans in accordance with clauses (c) and (d) belowLenders. (iii) On each occasion that a New Debt Incurrence Prepayment Event occurs, the Borrower shall, within five Business Days after the receipt of the Net Cash Proceeds from the occurrence of such New Debt Incurrence Prepayment Event, (A) with respect to a New Debt Incurrence Prepayment Event resulting from the incurrence of Indebtedness pursuant to Section 10.1(v)(i), at the Borrower’s election as to the allocation of such Net Cash Proceeds as among any and all of the Classes of Term Loans as selected by Borrower and (B) with respect to each other New Debt Incurrence Prepayment Event, prepay the applicable Class or Classes of Term Loans that are the subject of the Refinanced Debt, in each case in a principal amount equal to 100% of the Net Cash Proceeds from such New Debt Incurrence Prepayment Event.