Common use of Term Loan Prepayments Clause in Contracts

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten seven Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans. (B) [Reserved].

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three (3) Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten (10) Business Days after the occurrence receipt of Net Cash Proceeds of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten (10) Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to prepay), in accordance with clause (c) belowSection 5.2(c), Term Loans with an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any CollateralCasualty Event, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the any First Lien Obligations outstanding under this Agreement to the extent 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the any First Lien Obligations outstanding under this Agreement 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 Term Loans.

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten seven Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans. (B) In the event that any Tranche B-2 Term Loans are repaid (the “Repaid Tranche B-2 Loans”) prior to the third anniversary of the Original Closing Date pursuant to this Section 5.2(a)(i), the Borrower shall pay to the Lenders having such Repaid Tranche B-2 Loans, a prepayment premium as follows: (x) 3.00% of such amount so repaid if such prepayment occurs on or after the Original Closing Date but prior to the first anniversary of the Original Closing Date, (y) 2.00% of such amount so repaid if such prepayment occurs on or after the first anniversary of the Original Closing Date but prior to the second anniversary of the Original Closing Date and (z) 1.00% of such amount so repaid if such prepayment occurs on or after the second anniversary of the Original Closing Date but on or prior to the third anniversary of the Original Closing Date.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided, that, other than in the case of a Debt Incurrence Prepayment Event, the percentage in this Section 5.2(a)(i) shall be reduced to 50% if the First Lien Leverage Ratio on the date of prepayment (prior to giving effect thereto) for the most recent Test Period ended prior to such prepayment date is less than or equal to 4.50:1.00; provided further, that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00 but greater than 3.75 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 3.75 to 1.00.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.75 to 1.00 but greater than 4.25 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.25 to 1.00.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans.; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.75 to 1.00 but greater than 4.25 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.25 to 1.00..

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from the Incurrence of Credit Agreement Refinancing Indebtedness related to Term Loans outstanding at the time of such Incurrence (any of the foregoing, within ten Business Days after the Deferred Net Cash Proceeds Payment Datea “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem, defease or repurchase any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral not ranking equal with junior to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies), in each case to the extent any applicable Permitted Other Indebtedness Document the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase or defease 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 the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking equal with not junior to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase or defease exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided, that, other than in the case of a Debt Incurrence Prepayment Event, the percentage in this Section 5.2(a)(i) shall be reduced to 50% if the Total Secured Leverage Ratio on the date of prepayment (prior to giving effect thereto) for the most recent Test Period ended prior to such prepayment date is less than or equal to 5.75:1.00; provided further, that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans. Any prepayment of Initial Term Loans with the Net Cash Proceeds from a Debt Incurrence Prepayment Event pursuant to this clause (i) shall be subject to the payment of the Prepayment Premium.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Senior Secured Notes, Permitted Other Indebtedness Equal Priority Refinancing Debt, Term Loan Exchange Notes, or any Permitted Additional Debt (and with such prepaid or repurchased any Permitted Other Refinancing Indebtedness permanently extinguished) with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes, the Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes, and Permitted Additional Debt (and any Permitted Refinancing Indebtedness with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes, Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes and Permitted Additional Debt (or any Permitted Refinancing Indebtedness in respect of any thereof), in each case, and the outstanding principal amount of Term Loans; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated Secured Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00 and (B) no payment of any Term Loans shall be required to be offered under this Section 5.2(a)(i) if the Borrower’s Consolidated Secured Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 3.50 to 1.00.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the U.S. Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the U.S. Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty, a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occursIn connection with any Asset Sale (and subject to the second proviso below), the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after following the occurrence end of the Reinvestment Period applicable thereto, prepay an aggregate principal amount of Term Loans equal to the Asset Sale Prepayment Amount (minus (x) the Appraised Value of any other Prepayment Event Replacement Property acquired and (ory) the aggregate amount of Capital Expenditures made, in each case, with all or a portion of the net cash proceeds from such Asset Sale as provided in Section 10.4(c)(i) or (ii) with respect to which, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Dateclause (x), prepaythe Borrower or a Subsidiary has entered into an amendment of the Master Lease to include such Replacement Property under the Master Lease or lease arrangements on terms (taken as a whole) that are similar to, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% the reasonable judgment of the Net Cash Proceeds from such Borrower, the terms of the Master Lease) (the “Required Asset Sale Prepayment EventAmount”); provided that, with respect to notwithstanding the Net Cash Proceeds of an Asset Sale Prepayment Eventforegoing, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Incremental Equivalent Indebtedness Document requires the issuer of such Permitted Other Indebtedness thereof to prepay or make an offer to purchase such Permitted Other Incremental Equivalent Indebtedness with the proceeds as a result 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 fractionAsset Sale, the numerator of which is Required Asset Sale Prepayment Amount may be applied pro rata among the outstanding principal amount of Term Loans and such Permitted Incremental Equivalent Indebtedness in proportion to 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 exists and the denominator of which is the sum of the aggregate outstanding principal amount of such Permitted Other Incremental Equivalent Indebtedness and the outstanding principal amount of Term Loans; provided further that notwithstanding the foregoing, the Borrower may defer the prepayments under this Section 5.2(a)(i) until the aggregate outstanding Required Asset Sale Prepayment Amounts for which a mandatory prepayment has not been made exceeds $20,000,000, and at any such time as the aggregate outstanding Required Asset Sale Prepayment Amounts for which a mandatory prepayment has not been made exceeds $20,000,000, the Borrower shall prepay Term Loans equal to the full aggregate outstanding Required Asset Sale Prepayment Amounts as provided above.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower Borrowers shall, within three five Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten five Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. The Applicable Premium shall be due and payable by the Borrowers in respect of such prepayment of Initial Term Loans under this Section 5.2(a) in accordance with Section 5.1(b).; provided that, with respect to the Net Cash Proceeds of an Asset Sale any Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower Borrowers may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes, or any Permitted Additional Debt (or any Permitted Refinancing Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes, and Permitted Additional Debt (and any Permitted Refinancing Indebtedness with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes and Permitted Additional Debt (or any Permitted Refinancing Indebtedness in respect of any thereof), in each case, and the outstanding principal amount of Term Loans; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated Secured Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00 and (B) no payment of any Term Loans shall be required to be offered under this Section 5.2(a)(i) if the Borrower’s Consolidated Secured Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 3.00 to 1.00.

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause clauses (cc)(i) and (d) below, Term Loans with an equivalent in a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. (B) In the event that any Initial Tranche B-3 Term Loans are repaid (the “PE Repaid Tranche B-3 Loans”) prior to the third anniversary of the Closing Date pursuant to this Section 5.2(a)(i), the Borrower shall pay to Term Lenders having such PE Repaid Tranche B-3 Loans, the Applicable Premium as of the date of such prepayment; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness Debt (and with such prepaid or repurchased Permitted Other Indebtedness Debt permanently extinguished) with a constituting First Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Debt Document requires the issuer of such Permitted Other Indebtedness Debt to prepay or make an offer to purchase such Permitted Other Indebtedness Debt 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 the Permitted Other Indebtedness with a Debt constituting First 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 exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after receipt of the Net Cash Proceeds occurrence of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten five Business Days after the Deferred Net Cash Proceeds Payment DateReinvestment Period relating to such Prepayment Event or 180 days thereafter, as applicable), prepay, in accordance with clause paragraph (c) below, the principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that. If all or substantially all of the Equity Interests of any Credit Party are sold or any Credit Party is sold as a going concern on any date, the sale proceeds shall be allocated as follows: (x) that portion of the sale proceeds equal to the aggregate value of “Accounts” and “Cost” of “Inventory” (in each case, as defined in the Revolving Loan Credit Agreement) shall be allocated to the Revolving Credit Collateral (as defined in the Intercreditor Agreement) of the Credit Parties so sold and shall be deemed to be proceeds thereof and (y) the balance of sale proceeds shall be allocated to the Collateral of the Credit Parties so sold and shall be deemed to be proceeds thereof and applied pursuant to the foregoing sentence. Notwithstanding the foregoing, in the event of a Casualty Event occurring with respect to the Net Cash Proceeds of an Asset Sale Prepayment EventRevolving Credit Collateral (as defined in the Intercreditor Agreement), Casualty Event or Permitted Sale Leaseback, the insurance proceeds thereof shall be applied to the Revolving Credit Obligations (as defined in each case solely the Intercreditor Agreement) to the extent with respect to any Collateral, required under the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (Intercreditor Agreement and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations subsequent to the extent any applicable Permitted Other Indebtedness Document requires Discharge of Revolving Credit Obligations (as defined in the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase such Permitted Other Indebtedness Intercreditor Agreement), shall be applied in accordance 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 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 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 Term Loansthis Section 5.02(a)(i).

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iiiii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with provided that such prepaid or repurchased Permitted Other Indebtedness and any commitments in respect thereof shall be permanently extinguishedextinguished with respect to revolving facilities) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari 105 passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans, provided that any amount not actually so applied to the prepayment of such Permitted Other Indebtedness shall be applied to prepay the Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) or Capital Markets Prepayment Event and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, (i) with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term LoansLoans and (ii) with respect to Net Cash Proceeds from Capital Market Prepayment Events, the Borrower shall only be required to prepay Term Loans with (x) the first $75,000,000 of Net Cash Proceeds from Capital Markets Prepayment Events, (y) except in the case of any issuance and sale of common stock of any Parent Entity within 90 days after the Amendment No. 1 Effective Date, 50% of the amount of Net Cash Proceeds from all Capital Markets Prepayment Events that are in excess of $400,000,000 of Net Cash Proceeds and (z) prior to the expiration of the Additional Restrictions Period.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.. 132

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten seven Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness and the outstanding 105 principal amount of Term Loans. (B) In the event that any Tranche B-2 Term Loans are repaid (the “Repaid Tranche B-2 Loans”) prior to the third anniversary of the Original Closing Date pursuant to this Section 5.2(a)(i), the Borrower shall pay to the Lenders having such Repaid Tranche B-2 Loans, a prepayment premium as follows: (x) 3.00% of such amount so repaid if such prepayment occurs on or after the Original Closing Date but prior to the first anniversary of the Original Closing Date, (y) 2.00% of such amount so repaid if such prepayment occurs on or after the first anniversary of the Original Closing Date but prior to the second anniversary of the Original Closing Date and (z) 1.00% of such amount so repaid if such prepayment occurs on or after the second anniversary of the Original Closing Date but on or prior to the third anniversary of the Original Closing Date.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after receipt of the Net Cash Proceeds occurrence of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date)Event, prepay, in accordance with clause paragraph (c) below, the principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event, provided that, at the option of the Borrower, the Net Cash Proceeds from any transaction permitted by Section 10.4(e) (including pursuant to any securitization) may be applied to repay Revolving Credit Loans, which repayment shall automatically result in the reduction of the Revolving Credit Commitment of each Lender by an amount equal to the amount of the Revolving Credit Loans prepaid to such Lender; provided further that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any CollateralCollateral subject to such Prepayment Event, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with to the extent such prepaid or repurchased Permitted Other Indebtedness is permanently extinguished) with a Lien on the such Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the such Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, without premium or penalty (other than to the extent any such Debt Incurrence Prepayment Event would constitute a Repricing Transaction), a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes, or any Permitted Additional Debt (or any Permitted Refinancing Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes, and Permitted Additional Debt (and any Permitted Refinancing Indebtedness with in respect of any thereof), in each case, secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Equal Priority Refinancing Debt, Term Loan Exchange Notes and Permitted Additional Debt (or any Permitted Refinancing Indebtedness in respect of any thereof), in each case, and the outstanding principal amount of Term Loans.-149- #96562806v11

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to 129 LPL – Conformed A&R Credit Agreement 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.. 127

Term Loan Prepayments. (i) 1. On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a 115 LPL – Conformed A&R Credit Agreement Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within 105 ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on the proviso to Section 2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on Section 10.1(u)(i) or (C) the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections 5.2(c) and 5.2(d) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100100.0% of the Net Cash Proceeds from such Prepayment Event; provided that, with Event minus (other than in respect to the Net Cash Proceeds of an Asset Sale a Specified Debt Incurrence Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to ) any Collateral, the Borrower may use a portion of such Net Cash Proceeds applied to prepay prepay, redeem, repurchase or defease any First Lien Obligations in accordance with or as permitted by Section 5.2(a)(i) of the First Lien Credit Agreement (or any equivalent provision of any document governing such First Lien Obligations); provided that, in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, the Borrower may use cash in an amount not to exceed the amount of such Net Cash Proceeds (as so reduced) to prepay, redeem, defease, acquire, repurchase or make a similar payment to (I) any Permitted Other Indebtedness Equal Priority Refinancing Debt or any (and with such prepaid or repurchased II) Permitted Other Indebtedness permanently extinguishedAdditional Debt secured (in the case of this clause II)) with by a Lien on the Collateral ranking that ranks senior or equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds (as so reduced) multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of (A) all Permitted Equal Priority Refinancing Debt and (B) all Permitted Additional Debt secured (in the Permitted Other Indebtedness with case of this clause (B)) by a Lien on the Collateral ranking that ranks senior or equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies) and, in the case of clauses (A) and (B), with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided, further, that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00 but greater than 3.75 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 3.75 to 1.00.

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten seven Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans. (B) In the event that any Tranche B-2 Term Loans are repaid (the “Repaid Tranche B-2 Loans”) prior to the third anniversary of the Original Closing Date pursuant to this Section 5.2(a)(i), the Borrower shall pay to the Lenders having such Repaid Tranche B-2 Loans, a prepayment premium as follows: (x) 3.00% of such amount so repaid if such prepayment occurs on or after the Original Closing Date but prior to the first anniversary of the Original Closing Date, (y) 2.00% of such amount so repaid if such prepayment occurs on or after the first anniversary of the Original Closing Date but prior to the second anniversary of the Original Closing Date and (z) 1.00% of such amount so repaid if such prepayment occurs on or after the second anniversary of the Original Closing Date but on or prior to the third anniversary of the Original Closing Date.[Reserved].

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days immediately after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date)a Debt Incurrence Prepayment Event, prepay), in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.. 122

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days immediately after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date)a Debt Incurrence Prepayment Event, prepay), in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided thatthat the percentage in this Section 5.2(a)(i) shall be reduced to 50% for any Asset Sale Prepayment Event if the First Lien Secured Leverage Ratio of the most recently ended Test Period prior to such prepayment date is less than or equal to 2.75:1.00; provided, with respect to further that in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.. (ii) Not later than the date that is five Business Days following the date Section 9.1 Financials are required to be delivered under Section 9.1(a) or (b) (commencing with the Section 9.1 Financials to be delivered with respect to the fiscal quarter ending March 31, 2014), the Borrower shall offer to prepay, in accordance with Sections 5.2(c) and (d) below and subject to the last sentence of this clause (ii), an aggregate principal amount of Term Loans equal to (x) 50% of Excess Cash Flow for such fiscal quarter minus (y) at the Borrower’s option, the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 (including the prepayment at a discount to par offered to all Lenders under the Amendment No. 5 Initial Term Loan Facility, any Incremental Term Loan Facility or any Extended Term Loan Facility, with credit given to the amount of cash actually used to make such prepayments (but not aggregate principal amount reduced)) and Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans voluntarily prepaid pursuant to Section 5.1 to the extent accompanied by a permanent reduction of the Revolving Credit Commitments, the Extended Revolving Credit Commitments or the Additional/Replacement Revolving Credit Commitments, as applicable, in an equal amount pursuant to Section 4.2, in each case during such fiscal quarter or after such quarter-end and prior to the time such prepayment pursuant to this Section 5.2(a)(ii) is due (in each case excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of issuances or incurrences of long-term Indebtedness or equity); provided that (A) the percentage in this Section 5.2(a)(ii) shall be reduced from 50% to 25% if the Total Leverage Ratio for the fiscal quarter ended prior to such prepayment date, for which the borrower has delivered Section 9.1 Financials, is less than or equal to 3.25:1.00 but greater than 2.75:1.00 and (B) no prepayment of any Term

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance LPL – Conformed A&R Credit Agreement with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.. 108

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional 128 LPL – Conformed A&R Credit Agreement Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten tenfive Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten tenfive Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment #8983238089847286v115 -182- Event. Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.. (ii) Not later than ten Business Days after the date on which financial statements are required to be delivered pursuant to Section 9.1(a) for any fiscal year (commencing with and including the fiscal year ending December 31, 2017), the Borrower shall prepay (or cause to be prepaid), in accordance with clause (c) below, Term Loans with a principal amount equal to (x) 5075% of Excess Cash Flow for such fiscal year; provided that (A) the percentage in this Section 5.2(a)(ii) shall be reduced to 2550% if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to giving effect thereto but giving effect to any prepayment described in clause (y) below and as certified by an Authorized Officer of the Borrower) for the most recent Test Period ended prior to such prepayment date is less than or equal to 3.50 to 1.00 but greater than 2.75 to 1.00, (B) the percentage in this Section 5.2(a)(ii) shall be reduced to 25% if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to giving effect) for the most recent Test Period ended prior to such prepayment date is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00 and (BC) no payment of any Term Loans shall be required under this Section 5.2(a)((ii) if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to giving effect thereto but giving effect to any prepayment described in clause (y) below and as certified by an Authorized Officer of the Borrower) for the most recent Test Period ended prior to such prepayment date is less than or equal to 2.25 to 1.00, minus (y) (i) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 or purchases under Section 13.6(h) (in each case, including purchases of the Loans by the Borrower and its Subsidiaries at or below par, in which case the amount of voluntary prepayments of Loans shall be deemed not to exceed the actual purchase price of such Loans below par) during such fiscal year or after such fiscal year and prior to the date of the required Excess Cash Flow payment, and (ii) to the extent accompanied by permanent optional reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments or Incremental Revolving Credit Commitments, as applicable, Revolving Credit Loans, Swingline Loans, Extended Revolving Credit Loans, Incremental Revolving Credit Loans, in each case, other than to the extent any such prepayment is funded with the proceeds of Funded Debt; provided further, that no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if Excess Cash Flow for such fiscal year is equal to or less than $5,000,000. (iii) On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 10.1(u), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay, in accordance with clause (c) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness. #89832380v1 -183-

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) or Capital Markets Prepayment Event and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, (i) with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.Loans and (ii) with respect to Net Cash Proceeds from Capital Market Prepayment Events, the Borrower shall only be required to prepay Term Loans with (x) the first $75,000,000 of Net Cash Proceeds from Capital Markets Prepayment Events, (y) except in the case of any issuance and sale of common stock of any Parent Entity within 90 days after the Amendment No. 1 Effective Date, 50% of the amount of Net Cash Proceeds from all Capital Markets Prepayment Events that are in excess of $400,000,000 of Net Cash Proceeds and (z) prior to the expiration of the Additional Restrictions Period..

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net 130 Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans. 108 National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence receipt of Net Cash Proceeds of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale LeasebackLeaseback permitted pursuant to Section 10.13, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing 84 the Obligations to the extent any applicable document with respect to any Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three one Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) Event, and within ten five Business Days after the receipt of Net Cash Proceeds in 121 LPL – A&R Credit Agreement connection with the occurrence of any other Prepayment Event (orEvent, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), offer to prepay, in accordance with clause Sections 5.2(c) and (cd) below, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty a Recovery Prepayment Event or a Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay prepay, redeem or repurchase Permitted Other Indebtedness (and with such prepaid First Priority Refinancing Debt or repurchased other Permitted Other Indebtedness permanently extinguished) Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), the documentation of which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt with a Lien on the Collateral not ranking equal with junior or senior to the Liens securing the Obligations (but without regard to the control of remedies) and with respect to which such a requirement to prepay or make an offer to redeem or purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness First Priority Refinancing Debt and other Permitted Additional Debt and the outstanding principal amount of Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence receipt of Net Cash Proceeds of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale LeasebackLeaseback permitted pursuant to Section 10.13, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal with the Liens securing the Obligations to the extent any applicable document with respect to any Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 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 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three five Business Days Day after the receipt of the Net Cash Proceeds of from a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event Event, offer to prepay (or, in the case of Deferred Net Cash Proceedsa Debt Incurrence Prepayment Event arising from (A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section ‎2.14(b), within ten Business Days after (B) the Deferred Net Cash Proceeds Payment DateIncurrence of Permitted Additional Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”), prepay), in accordance with clause (cSections ‎5.2(c) and ‎5.2(d) below, without premium or penalty, a principal amount of Term Loans with in an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to in the case of Net Cash Proceeds of from an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collaterala Recovery Prepayment Event, the Borrower may use a portion cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay prepay, redeem, defease, acquire, repurchase or repurchase make a similar payment to any Permitted Other Indebtedness (and with such prepaid Equal Priority Refinancing Debt or repurchased any Permitted Other Indebtedness permanently extinguished) with Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to the extent any applicable Permitted Other Indebtedness Document control of remedies), in each case the documentation with respect to which requires the issuer of or borrower under such Permitted Other Indebtedness to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x1) the amount of such Net Cash Proceeds multiplied by (y2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Indebtedness with Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral ranking that ranks equal with in priority to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to purchase prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Indebtedness Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 and (B) no payment of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided provided, that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with secured by a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with secured by a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans; provided that any amount not actually so applied to the prepayment of such Permitted Other Indebtedness shall be applied to prepay the Term Loans.

Term Loan Prepayments. (i) (A) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after its receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten seven Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten seven Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) belowbelow and subject to clause (B) of this Section 5.2(a)(i), Term Loans with an equivalent a Dollar Equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans. (B) In the event that any Tranche B-2 Term Loans are repaid (the “Repaid Tranche B-2 Loans”) prior to the third anniversary of the Original Closing Date pursuant to this Section 5.2(a)(i), the Borrower shall pay to the Lenders having such Repaid Tranche B-2 Loans, a prepayment premium as follows: (x) 3.00% of such amount so repaid if such prepayment occurs on or after the Original Closing Date but prior to the first anniversary of the Original Closing Date, (y) 2.00% of such amount so repaid if such prepayment occurs on or after the first anniversary of the Original 107 Closing Date but prior to the second anniversary of the Original Closing Date and (z) 1.00% of such amount so repaid if such prepayment occurs on or after the second anniversary of the Original Closing Date but on or prior to the third anniversary of the Original Closing Date.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. prepay or make an offer to purchase 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 Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower Borrowers shall, within three five Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other than one covered by clause (iii) below) and within ten five Business Days after the occurrence of any other Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten five Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event.; provided that, with respect to the Net Cash Proceeds of an Asset Sale any Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any Collateral, the Borrower Borrowers may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations to the extent any applicable Permitted Other Indebtedness Document requires the issuer of such Permitted Other Indebtedness to prepay or make an offer to purchase 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 the Permitted Other Indebtedness with a Lien on the Collateral ranking equal pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase 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 Term Loans.