Common use of Consolidated Excess Cash Flow Clause in Contracts

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If Subject to Section 2.14(g), if there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of Revolving revolving First Lien Loans or Swing Line Loans Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the Revolving Credit Commitments applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of Revolving Loans revolving First Lien or Swing Line Loans Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the Revolving Credit Commitments applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182014), the Borrowers U.S. Borrower shall, within ten Business Days no later than one-hundred twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Term Loans and/or certain other Obligations the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of repayments and excluding any voluntary prepayments made pursuant to described in Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof2.13(c)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but 3.50:1.00 and greater than 4.00:1.002.50:1.00, the Borrowers U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash repayments and excluding any voluntary prepayments described in Section 2.13(c)); provided further that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (provided that determined for any such reduction as a result of prepayments made period by reference to the Compliance Certificate delivered pursuant to Section 10.6(k5.01(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.002.50:1.00, the Borrowers U.S. Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)a prepayment of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If there shall Within ten (10) Business Days after the date that the annual consolidated financial statements of the Borrower and its Restricted Subsidiaries are required to be delivered pursuant to Section 6.01(a) after the end of each fiscal year ending after the Closing Date (the “Consolidated Excess Cash Flow for any Fiscal Year beginning Prepayment Date”), commencing with the Fiscal Year fiscal year ending December 31June 30, 20182020, the Borrowers shall, within ten Business Days Borrower shall prepay (or cause to be prepaid) the Term B Loans to the principal installments thereof in direct order of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) maturity in an aggregate amount equal to the difference of (iA) 50% the product of such Consolidated Excess Cash Flow for such year times (I) fifty percent (50%), if the Consolidated Secured Net Leverage Ratio as of the end of such fiscal year is equal to or greater than the First ECF Applicable Level, (II) twenty-five percent (25%), if the Consolidated Secured Net Leverage Ratio as of the end of such fiscal year is less than the First ECF Applicable Level and greater than Second ECF Applicable Level and (III) zero percent (0%), if the Consolidated Secured Net Leverage Ratio is equal to or less than the Second ECF Applicable Level minus (iiB) voluntary the aggregate amount of optional principal prepayments of the Term Loans made during such Fiscal Year (excluding repayments and optional prepayments of Revolving Loans (to the extent accompanied by a permanent reduction in the Aggregate Revolving Commitments) in each case made pursuant to Section 2.06(a) (1) during such fiscal year (other than any optional prepayments made prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year to the extent such optional prepayments were applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii) for the prior fiscal year) or Swing Line Loans (2) following the end of such fiscal year but prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year and, upon the election of the Borrower by written notice delivered to the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii), in each case, except to the extent the Revolving Credit Commitments are permanently reduced in connection financed with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); long-term, non-revolving Indebtedness, provided, ifhowever, as of the last day of the most recently ended Fiscal Year, that if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) fiscal year is equal to or less than or equal to 4.50:1.00 but greater than 4.00:1.00the Second ECF Applicable Level, then the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by any prepayment pursuant to this Section 2.14(e)clause (iii) for such fiscal year. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (v) below.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182010; provided that Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2010 shall be calculated for the nine-month period ending December 31, 2010), the applicable Borrowers shall, within ten no later than the fifth Business Days Day following the date by which delivery of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year is required pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash minus (provided that such reduction as iii) voluntary prepayments, repayments or purchases (in the case of a result purchase, calculated at the purchase price if less than the principal amount purchased) of prepayments made pursuant to Section 10.6(k) shall be limited to Permitted First Priority Refinancing Debt on a no more than pro rata basis with the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))Loans; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) less than 4.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the such Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash minus (provided that such reduction as iii) voluntary prepayments, repayments or purchases (in the case of a result purchase, calculated at the purchase price if less than the principal amount purchased) of prepayments made pursuant to Section 10.6(k) shall be limited to Permitted First Priority Refinancing Debt on a no more than pro rata basis with the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B2) less than 3.00:1.00 or equal to 4.00:1.00less, the Borrowers shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e). Notwithstanding the foregoing, the amount of any prepayment of Loans required to be made in respect of the nine-month period ending December 31, 2010 pursuant to this Section 2.14(e) shall be reduced by an amount (but not to less than zero) (the “2010 Reduction Amount”) equal to the sum of the aggregate cash consideration paid or required to be paid (to the extent funded or to be funded with Internally Generated Cash) by Parent Borrower or any Subsidiary pursuant to the SDI Acquisition Agreement (the “SDI Amount”); it being understood, for the avoidance of doubt, that the portion of the SDI Amount in excess of the 2010 Reduction Amount shall be available to reduce the Consolidated Excess Cash Flow in respect of the Fiscal Year ending December 31, 2011; provided that if the SDI Acquisition Agreement is terminated by Parent Borrower on or before October 31, 2011 or the SDI Acquisition is not consummated by October 31, 2011, Parent Borrower shall prepay the Term Loans in accordance with this Section 2.14(e) in an amount equal to the 2010 Reduction Amount within 30 days of the earlier of the date of such termination or October 31, 2011.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten not later than the earlier of (x) 95 days after the end of such Fiscal Year and (y) five Business Days after the delivery of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year pursuant to Section 5.1(b5.1(a), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings of each Class in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary prepayments the sum of the Loans made during aggregate principal amount of the Term Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i)(i), minus (iii) the product of (A) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (excluding repayments but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness plus (y) the aggregate principal amount of any optional prepayments of any Revolving Loans or Swing Line Loans except but solely to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash therewith (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited and solely to the actual extent of the amount of cash used to prepay principal of Term Loans such permanent reduction and excluding any reduction in connection with a refinancing thereof), in each case under clauses (as opposed ii) and (iii) above, (I) to the face amount thereof)); providedextent such prepayments, ifrepurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness and (II) if such prepayments, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than repurchases or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to redemptions occurred (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent not applied to reduce any mandatory prepayment required under this Section 2.13(e) in respect of any prior Fiscal Year pursuant to clause (2) below) or (2) at the Revolving Credit Commitments are permanently reduced option of the Borrower, after the end of such Fiscal Year and prior to the time that the mandatory prepayment required under this Section 2.13(e) in connection with respect of such repayments) paid from Internally Generated Cash (Fiscal Year is due as provided above; provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) no prepayment shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(e) unless the amount thereof would equal or exceed $1,000,000.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year ending after the Closing Date (with respect to the Fiscal Year ended December 31, 2012, Consolidated Excess Cash Flow shall be computed for the period from July 1, 2012 to December 31, 2012), Borrower shall, subject to the Closing Date Intercreditor Agreement and any Alternative Facility Intercreditor Agreement, no later than 115 days after the end of such Fiscal Year (or, solely with respect to the Fiscal Year ended December 31, 2012, no later than 125 days after the end of such Fiscal Year), prepay or cause to be prepaid the Loans as set forth in Section 2.12(b) in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided that, beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided2013, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than 2.25:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.001.75:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus or (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.001.75:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(eclause (e) in respect of such Fiscal Year; provided further, that notwithstanding the foregoing, (i) the allocable share of such payment arising from Consolidated Excess Cash Flow relating to or attributable to Non-US Entities (“Non-US Allocable Payment Amount”) shall be excluded from the foregoing prepayment obligation for so long as (and only for so long as), and to the extent that, applicable law or regulation prohibits transfer of the Non-US Allocable Payment Amount to any Credit Party (each Credit Party hereby agreeing to cause the affected Person to promptly take all commercially reasonable actions reasonably required by local law or regulation to permit such transfer) and (ii) to the extent that Holdings has determined in good faith that the transfer of such Non-US Allocable Payment to any Credit Party would cause material adverse tax consequences for Holdings and its Subsidiaries taken as a whole (taking into account any foreign tax credit or benefit received in connection with such transfer and the amount at issue), then, to the extent that such material adverse tax liability (taking into account the amount at issue) is not directly attributable to actions taken by Holdings or any of its Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Agreement, such affected Non-US Allocable Payment Amount may be retained by such Non-US Entity, provided that in such case, on or before the one-year anniversary of the date on which the relevant Consolidated Excess Cash Flow mandatory prepayment would otherwise be required hereunder, Borrower shall make the payments (or shall have caused the making of such payments) otherwise required hereby.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower shall, within ten Business Days no later than 120 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of the Loans pursuant to Section 10.6(k14.3.6, and (z) shall be limited to repayments of Loans made with the actual amount cash proceeds of cash used to prepay principal of Term Loans (as opposed to the face amount thereofany refinancing Debt)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.1.2(e) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) 3.00:1.00 or less than or equal to 4.50:1.00 but and greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) 14.3.6, and (Bz) less than repayments of Loans made with the cash proceeds of any refinancing Debt) or equal to 4.00:1.00(2) 2.50:1.00 or less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31January 30, 20182011), no later than ninety (90) days after the end of such Fiscal Year, the Borrowers shall, within ten Business Days of Term Loans shall be prepaid by the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations applicable Borrower as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Term Loans in such Fiscal Year pursuant to Section 2.13(a) (and, for the Fiscal Year ending January 30, 2011, voluntary prepayments of the Loans “Term Loans” under, and as defined in, the Original Credit Agreement made during such Fiscal Year (excluding repayments of Revolving Loans at any time on or Swing Line Loans except prior to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Restatement Date pursuant to Section 10.6(k2.13(a) shall be limited to of the actual Original Credit Agreement, including the repayments of such “Term Loans” made on the Restatement Date in the aggregate amount of cash used up to prepay principal of Term Loans (as opposed to the face amount thereof)$150,000,000); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than or equal to 4.50:1.00 2.50:1.00 but greater than 4.00:1.00at least 2.00:1.00, the Borrowers U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Term Loans made during in such Fiscal Year pursuant to Section 2.13(a) (excluding and, for the Fiscal Year ending January 30, 2011, voluntary prepayments of the “Term Loans” under, and as defined in, the Original Credit Agreement made at any time on or prior to the Restatement Date pursuant to Section 2.13(a) of the Original Credit Agreement, including the repayments of such “Term Loans” made on the Restatement Date in the aggregate amount of up to $150,000,000) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash repayments or (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.002.00:1.00, the Borrowers no such payment shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)required.

Consolidated Excess Cash Flow. If Subject to Section 2.15(b), in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182008 (but only to the extent of Consolidated Excess Cash Flow resulting from operations of the Acquired Business after the Acquisition)), the Borrowers Borrower shall, within ten Business Days no later than ninety-five days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) 2.15 in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments or (y) to the extent the proceeds thereof are used to fund fees under Section 2.11(d) of the First Lien Credit Agreement or under Section 2.11(a) hereof); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.00:1.00 or less but greater than 2.50:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Commitments Agreement) are permanently reduced in connection with such repaymentsrepayments or (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) of Term Loans (as opposed to the face amount thereof)First Lien Credit Agreement or under Section 2.11(a) hereof); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(cB) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 2.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.00:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Commitments Agreement) are permanently reduced in connection with such repaymentsrepayments or (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) of Term Loans the First Lien Credit Agreement or under Section 2.11(a) hereof); or (as opposed to the face amount thereof)C) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

Consolidated Excess Cash Flow. If Subject to Section 2.15(c), in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182008 (but only to the extent of Consolidated Excess Cash Flow resulting from operations of the Acquired Business after the Acquisition), the Borrowers Borrower shall, within ten Business Days no later than ninety-five days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans except (x) to the extent the Revolving Commitments are permanently reduced in connection with such repayments or (y) to the extent the proceeds thereof are used to fund fees under Section 2.11(d) or under Section 2.11(a) of the Second Lien Credit Agreement); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.00:1.00 or less but greater than 2.50:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans except (x) to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as fund fees under Section 2.11(d) or under Section 2.11(a) of the last day of the most recently ended Fiscal YearSecond Lien Credit Agreement), the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(cB) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 2.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.00:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans except (x) to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) or under Section 2.11(a) of Term Loans the Second Lien Credit Agreement) or (as opposed to the face amount thereof)C) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31in 2008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than 3.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash ); provided, further, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (provided that determined for any such reduction as a result of prepayments made period by reference to the Compliance Certificate delivered pursuant to Section 10.6(k5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning ending after the Second Amendment Effective Date (with respect to the Fiscal Year ending ended December 31, 20182013, Consolidated Excess Cash Flow shall be computed for the Borrowers period from July 1, 2013 to December 31, 2013), Borrower shall, within ten Business Days subject to the Intercreditor Agreement and any Alternative Facility Intercreditor Agreement, no later than 115 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay or cause to be prepaid the Loans and/or certain other Obligations as set forth in Section 2.15(b2.12(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (Flow; provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than 2.25:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.001.75:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus or (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.001.75:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(eclause (e) in respect of such Fiscal Year; provided further, that notwithstanding the foregoing, (i) the allocable share of such payment arising from Consolidated Excess Cash Flow relating to or attributable to Non-US Entities (“Non-US Allocable Payment Amount”) shall be excluded from the foregoing prepayment obligation for so long as (and only for so long as), and to the extent that, applicable law or regulation prohibits transfer of the Non-US Allocable Payment Amount to any Credit Party (each Credit Party hereby agreeing to cause the affected Person to promptly take all commercially reasonable actions reasonably required by local law or regulation to permit such transfer) and (ii) to the extent that Holdings has determined in good faith that the transfer of such Non-US Allocable Payment to any Credit Party would cause material adverse tax consequences for Holdings and its Subsidiaries taken as a whole (taking into account any foreign tax credit or benefit received in connection with such transfer and the amount at issue), then, to the extent that such material adverse tax liability (taking into account the amount at issue) is not directly attributable to actions taken by Holdings or any of its Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Agreement, such affected Non-US Allocable Payment Amount may be retained by such Non-US Entity, provided that in such case, on or before the one-year anniversary of the date on which the relevant Consolidated Excess Cash Flow mandatory prepayment would otherwise be required hereunder, Borrower shall make the payments (or shall have caused the making of such payments) otherwise required hereby.

Consolidated Excess Cash Flow. If there On the first Business Day after financial statements for any fiscal quarter have been delivered pursuant to Section 6.01(a) or (b), as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal quarter ending March 31, 2020), the Borrower shall be prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31fiscal quarter covered by such financial statements, 2018, minus (B) the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) all voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k2.03(a) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered and amortization payments made pursuant to Section 5.1(c2.05(a) calculating or Section 2.05(b), in each case made during such prior fiscal quarter funded from Consolidated Excess Cash Flow and not made with any Excluded Sources, minus (C) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06(a) (whether or not actually made) (such prepayment to be applied as set forth in clause (iv) below). As used in this Section 2.03(b)(i), the term “Applicable ECF Percentage” for any fiscal quarter means (i) 50.0%, if the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Yearprior fiscal quarter was greater than 3.50 to 1.0, (ii) 25.0%, if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.50 to 1.0 but greater than 3.00 to 1.00 or (iii) 0% if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (Ax) less than or equal the portion of such ECF Prepayment Amount allocated to 4.50:1.00 but greater than 4.00:1.00, the Borrowers Other Applicable Indebtedness shall only be not exceed the portion of such ECF Prepayment Amount required to make be allocated to the prepayments and/or reductions otherwise required hereby in an amount equal Other Applicable Indebtedness pursuant to (1) 25% the terms thereof, and the remaining amount, if any, of such Consolidated Excess Cash Flow minus ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2y) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in connection with any event within ten Business Days after the date of such repaymentsrejection) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used applied to prepay principal of the Term Loans (as opposed to in accordance with the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)terms hereof.

Consolidated Excess Cash Flow. If there shall Within ten (10) Business Days after the date that the annual consolidated financial statements of the Company and its Restricted Subsidiaries are required to be delivered pursuant to Section 6.01(a) after the end of each fiscal year ending after the Closing Date (the “Consolidated Excess Cash Flow for any Fiscal Year beginning Prepayment Date”), commencing with the Fiscal Year fiscal year ending December 31, 20182019, the Borrowers shall, within ten Business Days of Company shall prepay (or cause to be prepaid) the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) hereafter provided in an aggregate amount equal to the difference of (iA) 50% the product of such Consolidated Excess Cash Flow for such year times (I) fifty percent (50%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is equal to or greater than 2.75:1.00 or (II) twenty-five percent (25%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is less than 2.75:1.00 but greater than or equal to 2.25:1.00, minus (iiB) voluntary the aggregate amount of optional principal prepayments of the Term Loans made during such Fiscal Year (excluding repayments and optional prepayments of Revolving Loans (to the extent accompanied by a permanent reduction in the Aggregate Revolving Commitments) in each case made pursuant to Section 2.06(a) (1) during such fiscal year (other than any optional prepayments made prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year to the extent such optional prepayments were applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii) for the prior fiscal year) or Swing Line Loans (2) following the end of such fiscal year but prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year and, upon the election of the Company by written notice delivered to the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii), in each case, except to the extent financed with long-term, non-revolving Indebtedness minus (C) the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash portion of Consolidated Net Income attributable to any Non-U.S. Subsidiaries (provided that such reduction as a result other than Non-U.S. Subsidiaries organized under any jurisdiction of prepayments made pursuant to Section 10.6(k) shall be limited Canada), except to the actual amount extent of any cash used to prepay principal of Term Loans (as opposed actually repatriated to the face amount thereof))Company or any of its Restricted Subsidiaries that are U.S. Subsidiaries or Non-U.S. Subsidiaries organized under any jurisdiction of Canada; provided, ifhowever, as of the last day of the most recently ended Fiscal Year, that if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) shall be (A) fiscal year is less than or equal to 4.50:1.00 but greater than 4.00:1.002.25:1.00, then the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Company shall not be required to make the prepayments and/or reductions otherwise required by any prepayment pursuant to this Section 2.14(e)clause (iii) for such fiscal year. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (v) below.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of the Loans made during such Fiscal Year (excluding repayments of any Revolving Loans or Swing Line Loans except but solely to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash therewith (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited and solely to the actual extent of the amount of cash used to prepay principal of Term Loans (as opposed to the face amount such permanent reduction and excluding any reduction in connection with a refinancing thereof)); provided, ifin each case under clauses (ii) through (iv) above, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent not applied to reduce any mandatory prepayment required under this Section 2.13(d) in respect of any prior Fiscal Year pursuant to clause (2) below) or (2) at the Revolving Credit Commitments are permanently reduced option of the Borrower, after the end of such Fiscal Year and prior to the time that the mandatory prepayment required under this Section 2.13(d) in connection respect of such Fiscal Year is due as provided above and, in each case, only to the extent such prepayments, repurchases or redemptions have not been financed with such repayments) paid from Internally Generated Cash the proceeds of incurrences of Long-Term Indebtedness (other than revolving credit Indebtedness); provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) no prepayment shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(d) unless the amount thereof would equal or exceed $10,000,000.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments to the extent funded with Internally Generated Cash the aggregate principal amount of any (w) Term Loans, Incremental Term Loans secured on a pari passu basis with the Initial Term Loans, Refinancing Term Loans made during such Fiscal Year (excluding repayments of secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans or Swing Line Incremental Revolving Loans except prepaid pursuant to Section 2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced relevant commitment) or Other Applicable Indebtedness,(x) Term Loans (in connection the case of Incremental Term Loans and Refinancing Term Loans, to the extent secured on a pari passu basis with such repaymentsthe Initial Term Loans) paid from Internally Generated Cash assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to x), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, (y) [reserved] and (z) [reserved], and, in the case of Term Loans clauses (as opposed w) and (x), to the face amount thereof)); providedextent such prepayment, ifassignment or purchase was made during such Excess Cash Flow Period or, as of the last day of the most recently ended Fiscal Yearwithout duplication across such period, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference after year end and prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date when such Excess Cash Flow prepayment is due (the Consolidated Total Net Leverage Ratio as difference of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00minus (B), the Borrowers “ECF Prepayment Amount”); provided that, a prepayment shall only be required to make for any Consolidated Excess Cash Flow Period only if the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of ECF Prepayment Amount for such Consolidated Excess Cash Flow minus Period is greater than $5,000,000 (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and only to the extent of the Revolving Credit Commitments are permanently reduced amounts in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount excess thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments to the extent funded with Internally Generated Cash the aggregate principal amount of any (w) Term Loans, Incremental Term Loans secured on a pari NAI-1537228099v31537241654v2 passu basis with the Initial Term Loans, Refinancing Term Loans made during such Fiscal Year (excluding repayments of secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans or Swing Line Incremental Revolving Loans except prepaid pursuant to Section 2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced relevant commitment) or Other Applicable Indebtedness,(x) Term Loans (in connection the case of Incremental Term Loans and Refinancing Term Loans, to the extent secured on a pari passu basis with such repaymentsthe Initial Term Loans) paid from Internally Generated Cash assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to x), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, (y) [reserved] and (z) [reserved], and, in the case of Term Loans clauses (as opposed w) and (x), to the face amount thereof)); providedextent such prepayment, ifassignment or purchase was made during such Excess Cash Flow Period or, as of the last day of the most recently ended Fiscal Yearwithout duplication across such period, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference after year end and prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date when such Excess Cash Flow prepayment is due (the Consolidated Total Net Leverage Ratio as difference of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00minus (B), the Borrowers “ECF Prepayment Amount”); provided that, a prepayment shall only be required to make for any Consolidated Excess Cash Flow Period only if the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of ECF Prepayment Amount for such Consolidated Excess Cash Flow minus Period is greater than $5,000,000 (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and only to the extent of the Revolving Credit Commitments are permanently reduced amounts in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount excess thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31February 1, 20182015), no later than 95 days after the end of such Fiscal Year, the Borrowers shall, within ten Business Days of Term Loans shall be prepaid by the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations U.S. Borrower as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Term Loans made during in such Fiscal Year (excluding pursuant to Section 2.13(a) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than 2.753.00:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.002.252.50:1.00, the Borrowers U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Term Loans made during in such Fiscal Year (excluding pursuant to Section 2.13(a) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash repayments or (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.002.252.50:1.00, the Borrowers no such payment shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)required.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31January 30, 20182011), no later than ninety (90) days after the end of such Fiscal Year, the Borrowers shall, within ten Business Days of Term Loans shall be prepaid by the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations applicable Borrower as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Term Loans in such Fiscal Year pursuant to Section 2.13(a) (and, for the Fiscal Year ending January 30, 2011, voluntary prepayments of the Loans “Term Loans” under, and as defined in, the Original Credit Agreement made during such Fiscal Year (excluding repayments of Revolving Loans at any time on or Swing Line Loans except prior to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Restatement Date pursuant to Section 10.6(k2.13(a) shall be limited to of the actual Original Credit Agreement, including the repayments of such “Term Loans” made on the Restatement Date in the aggregate amount of cash used up to prepay principal of Term Loans (as opposed to the face amount thereof)$150,000,000); | || provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than or equal to 4.50:1.00 2.50:1.00 but greater than 4.00:1.00at least 2.00:1.00, the Borrowers U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Term Loans made during in such Fiscal Year pursuant to Section 2.13(a) (excluding and, for the Fiscal Year ending January 30, 2011, voluntary prepayments of the “Term Loans” under, and as defined in, the Original Credit Agreement made at any time on or prior to the Restatement Date pursuant to Section 2.13(a) of the Original Credit Agreement, including the repayments of such “Term Loans” made on the Restatement Date in the aggregate amount of up to $150,000,000) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash repayments or (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.002.00:1.00, the Borrowers no such payment shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)required.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182017), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments to the extent not funded with long-term indebtedness (other than revolving Indebtedness) or Specified Equity Contributions, the aggregate principal amount of the Loans made during such Fiscal Year any (excluding repayments of w) Term Loans, Incremental Term Loans, Refinancing Term Loans, Revolving Loans, Refinancing Revolving Loans or Swing Line Incremental Revolving Loans except prepaid pursuant to Section 2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced relevant commitment),(x) Term Loans assigned to or purchased by Holdings, any Borrower or any Restricted Subsidiary in connection accordance with such repaymentsSection 10.06(c)(iv) paid from Internally Generated Cash and, in each case under this clause (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to x), based upon the actual amount of cash used to prepay principal of Cash paid in connection with the relevant assignment or purchase, (y) Subordinated Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered prepaid pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as 2.12 of the last day of such Fiscal YearSubordinated Credit Agreement and (z) shall be (ASubordinated Term Loans assigned to or purchased by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year Subordinated Credit Agreement and, in each case under this clause (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to z), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, and, in the case of Term Loans clauses (as opposed to the face amount thereofw), (x), (y) and (z), to the extent such prepayment, assignment or purchase was made during such Excess Cash Flow Period or, without duplication across such period, after year end and prior to the date when such Excess Cash Flow prepayment is due (the difference of (A) minus (B) less than or equal to 4.00:1.00), the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e“ECF Prepayment Amount”).

Consolidated Excess Cash Flow. If For each Fiscal Year ending after the Closing Date, in the event that there shall be Consolidated Excess Cash Flow for any such Fiscal Year beginning with (or, in the case of the Fiscal Year ending December 31, 20182015, Consolidated Excess Cash Flow for the Borrowers portion of such year commencing on August 1, 2015 and ending on the last day of such Fiscal Year), Borrower shall, within ten Business Days no later than one hundred and twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof10.6(h)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal 57 Year) shall be (A) less than 3.25:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.002.75:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof10.6(h)) and or (B) less than or equal to 4.00:1.002.75:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby with respect to such Fiscal Year.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182022), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or 2.22 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i) or 10.6(j), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent/Ratio Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of any Permitted Revolving Indebtedness but solely to the Loans made extent the commitments in respect thereof are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), minus (v) the aggregate amount of Additional ECF Reduction Amounts, in each case under clauses (ii) through (v) above, (1) during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent not applied to reduce any mandatory prepayment required under this Section 2.13(d) in respect of any prior Fiscal Year pursuant to clause (2) below) or (2) at the Revolving option of the Borrower, after the end of such Fiscal Year and prior to the time that the mandatory prepayment required under this Section 2.13(d) in respect of such Fiscal Year is due as provided above and, in each case, only to the extent such prepayments, repurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness (other than revolving credit Indebtedness). Notwithstanding the foregoing, (x) the Borrower may use a portion of Consolidated Excess Cash Flow that would otherwise be required pursuant to this Section 2.13(d) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Commitments are permanently Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent/Ratio Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed with “excess cash flow” (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.13(d) being reduced in connection with such repayments) paid from Internally Generated Cash (accordingly), provided that (i) such reduction as a result portion shall not exceed the product of prepayments made pursuant to Section 10.6(k(A) shall be limited to the actual amount of cash used to prepay Consolidated Excess Cash Flow for the applicable Fiscal Year multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of Term Loans (as opposed to such Permitted Pari Passu Secured Indebtedness and the face denominator is the sum of the aggregate principal amount thereof)); providedof such Permitted Pari Passu Secured Indebtedness and all Borrowings, if, in each case as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such applicable Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of for which such Consolidated Excess Cash Flow minus relates, and (2ii) voluntary repayments in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the Loans made during such Fiscal Year declined amount shall promptly (excluding repayments and in any event within 10 Business Days after the date of Revolving Loans rejection) be applied to prepay the Borrowings, and (y) no prepayment shall be required under this Section 2.13(d) unless the amount thereof would equal or Swing Line Loans except exceed $7,500,000 after giving effect to the extent calculations and adjustments described in clauses (ii) through (v) above (and, for the Revolving Credit Commitments are permanently reduced in connection with avoidance of doubt, excluding all amounts below such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereofthreshold)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e). [Reserved].

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 2018, 2019) the Borrowers Borrower shall, within ten not later than 10 Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries are delivered pursuant to Section 5.1(b5.1(a) (and in any event no later than the 10th Business Day after the last day on which such financial statements may be delivered in compliance with such Section) (or, in the case of Consolidated Excess Cash Flow attributable to the operations of a Foreign Subsidiary, a CFC or CFC Holding Company, subject to the limitations of Section 2.14(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings in an aggregate principal amount equal to (i) 50% of the Applicable ECF Percentage for such Fiscal Year multiplied by the Consolidated Excess Cash Flow for such Fiscal Year, minus (in each case, only to the extent such prepayments are not financed with the proceeds of Long-Term Indebtedness (other than Permitted Revolving Indebtedness or other revolving Indebtedness)) (ii) voluntary prepayments the sum of (A) the aggregate principal amount of the Loans made Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 during such Fiscal Year (excluding repayments and not previously applied by the Borrower pursuant to the following clause (B) to reduce the prepayment required by this paragraph for the preceding Fiscal Year), plus (B) at the Borrower’s election, the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 after the end of such Fiscal Year and on or prior to the date of such prepayment, plus (C) any reduction in the outstanding amount of any Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Subsidiary (including in accordance with Section 10.6(k) of this Agreement in connection with any Auction or open market purchase) and based upon the actual amount of cash paid in connection with the relevant assignment or purchase, in each case during such Fiscal Year (and not previously applied by the Borrower pursuant to the following clause (D)), plus (D) at the Borrower’s election, any reduction in the outstanding amount of any Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Subsidiary (including in accordance with Section 10.6(k) of this Agreement in connection with any Auction or open market purchase) and based upon the actual amount of cash paid in connection with the relevant assignment or purchase, in each case after the end of such Fiscal Year and prior to the date of such prepayment, plus (E) the aggregate principal amount of any prepayments of Permitted Revolving Loans or Swing Line Loans except Indebtedness during such Fiscal Year, but solely to the extent the Revolving Credit Commitments revolving commitments thereunder are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with such repaymentsa refinancing thereof) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made and not previously applied by the Borrower pursuant to Section 10.6(kthe following clause (F) shall be limited to reduce the actual prepayment required by this paragraph for the preceding Fiscal Year), plus (F) at the Borrower’s election, the aggregate principal amount of cash used to prepay principal any prepayments of Term Loans (as opposed to Permitted Revolving Indebtedness after the face amount thereof)); provided, if, as end of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant date of such prepayment, but solely to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as extent the revolving commitments thereunder are permanently reduced in connection therewith (and solely to the extent of the last day amount of such Fiscal Yearpermanent reduction and excluding any reduction in connection with a refinancing thereof), plus (G) shall be (A) less than the aggregate principal amount of any prepayments, repurchases or equal to 4.50:1.00 but greater than 4.00:1.00redemptions of any Permitted Credit Agreement Refinancing Indebtedness, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness, that, in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments each case, that is secured by Liens on all or a portion of the Loans made Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and not previously applied by the Borrower pursuant to the extent following clause (H) to reduce the Revolving prepayment required by this paragraph for the preceding Fiscal Year), plus (H) at the Borrower’s election, the aggregate principal amount of any prepayments, repurchases or redemptions of any Permitted Credit Commitments are permanently reduced Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness that, in connection each case, that is secured by Liens on all or a portion of the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, after the end of such repayments) paid from Internally Generated Cash (Fiscal Year and prior to the date of such prepayment; provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual aggregate amount of cash used to prepay principal of Term Loans prepayments, repurchases or redemptions included in clauses (as opposed to the face amount thereofE), (F), (G) and (BH) less than or equal to 4.00:1.00, for the Borrowers purposes of this Section 2.14(d)(ii) shall not be required to make exceed the prepayments and/or reductions otherwise required by product of (x) the amount of all prepayments, repurchases or redemptions included in clauses (A) through (H) of this Section 2.14(e2.14(d)(ii)., multiplied by (y) a fraction of which the numerator is the sum of the outstanding aggregate principal amount of (I) all Permitted Revolving Indebtedness plus (II) all Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness that, in each case under this clause (II), that is secured by Liens on all or a portion of the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, and the denominator is the sum of the amounts in clauses (I) and (II) plus aggregate principal amount of all Borrowings, in each case at the time of any prepayment required under this Section 2.14(d). 102

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with With respect to the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings Borrower and its Restricted Subsidiaries pursuant to Section 5.1(b)and any particular fiscal period, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (a) the sum of (i) 50% of such Consolidated Excess Operating Cash Flow minus for such fiscal period plus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to change in Consolidated Working Capital between the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last first day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of fiscal period and the last day of such Fiscal Yearfiscal period, if negative, minus (b) the sum of (i) Consolidated Total Interest Expense for such fiscal period, (ii) any voluntary and scheduled repayments of principal on any Indebtedness of the Borrower or any of its Subsidiaries (other than Revolving Credit Loans which shall be subject to clause (Aiii) less than below) paid or equal to 4.50:1.00 but greater than 4.00:1.00due and payable during such fiscal period, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1iii) 25% of such Consolidated Excess Cash Flow minus (2) any voluntary repayments of principal of the Revolving Credit Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent that such repayments were accompanied by permanent reductions in the Total Revolving Credit Commitments are permanently reduced Commitment in like amount, (iv) cash payments paid or payable during such fiscal period on account of Capital Expenditures (other than Capital Expenditures financed by the issuance of equity or the incurrence of Indebtedness other than Revolving Credit Loans), (v) cash taxes paid or payable during such fiscal period, (vi) the change in Consolidated Working Capital between the first day of such fiscal period and the last day of such fiscal period, if positive, (vii) cash amounts paid in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Permitted Acquisitions and Investments permitted pursuant to Section 10.6(k) shall be limited §10.3 during such period (in each case to the actual amount extent not financed by the issuance of equity or the incurrence of Indebtedness), (viii) cash used amounts paid in respect of dividends permitted pursuant to prepay principal of Term Loans §10.4 during such period (as opposed to the face amount thereofextent not financed by the issuance of equity or the incurrence of Indebtedness)) , and (Bix) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)$10,000,000.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31Year, 2018, the Borrowers Company shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations reduce Commitments as set forth in Section 2.15(b2.17(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))Flow; provided, if, as of (i) for any Fiscal Year in which the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year by reference to the most recent applicable Compliance Certificate delivered pursuant to Section 5.1(c) calculating and disregarding any increase in Consolidated Adjusted EBITDA that was attributable to the Consolidated Total Net Leverage Ratio as application of the proceeds of the exercise of a Cure Right with respect to any Fiscal Quarter during a four Fiscal Quarter period ended on the last day of such Fiscal YearQuarter) shall be (A) is less than or 4.75:1.00 but equal to 4.50:1.00 but or greater than 4.00:1.003.50:1.00, the Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 2550% of such Consolidated Excess Cash Flow minus Flow, (2ii) voluntary repayments of for any Fiscal Year in which the Loans made during Leverage Ratio (determined for any such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except by reference to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made most recent applicable Compliance Certificate delivered pursuant to Section 10.6(k5.1 (c) shall be limited and -66- disregarding any increase in Consolidated Adjusted EBITDA that was attributable to the actual amount application of cash used the proceeds of the exercise of a Cure Right with respect to prepay principal any Fiscal Quarter during a four Fiscal Quarter period ended on the last day of Term Loans (as opposed to the face amount thereof)such Fiscal Quarter) and (B) is less than or 3.50:1.00, but equal to 4.00:1.00or greater than 2.50:1.00, the Borrowers Company shall not only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow and (iii) for any Fiscal Year in which the Leverage Ratio (determined for any such Fiscal Year by reference to the most recent applicable Compliance Certificate delivered pursuant to Section 5.1(c) and disregarding any increase in Consolidated Adjusted EBITDA that was attributable to the application of the proceeds of the exercise of a Cure Right with respect to any Fiscal Quarter during a four Fiscal Quarter period ended on the last day of such Fiscal Quarter) is less than 2.50:1.00, Company shall not be required to make any prepayments and/or reductions otherwise required by this Section 2.14(e2.16(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182013), the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow Flow, minus (ii) voluntary prepayments repayments of the Loans made pursuant to Section 2.11 during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except after such Fiscal Year end and prior to the extent time such prepayment pursuant to this clause is due other than prepayments funded with the Revolving Credit Commitments are permanently reduced in connection proceeds of Indebtedness or Asset Sales (it being understood that with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of respect to any voluntary prepayments made at a discount to par pursuant to Section 10.6(k2.11(d) the amount of such prepayment for purposes of this clause (ii) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to paid by the face amount thereof)Borrower in connection with such prepayment); provided, provided that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Borrowing Base Coverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(e) calculating the Consolidated Total Net Leverage Borrowing Base Coverage Ratio as of the last day of such Fiscal Year) shall be (A) less greater than or equal to 4.50:1.00 1.75 to 1.00 but greater less than 4.00:1.002.00 to 1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 2550% of such Consolidated Excess Cash Flow Flow, minus (2ii) voluntary repayments of the Loans made pursuant to Section 2.11 during such Fiscal Year other than prepayments funded with the proceeds of Indebtedness or Asset Sales (excluding repayments of Revolving Loans or Swing Line Loans except it being understood that with respect to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of any voluntary prepayments made at a discount to par pursuant to Section 10.6(k2.11(d) the amount of such prepayment for purposes of this clause (ii) shall be limited to the actual amount of cash used to prepay principal paid by the Borrower in connection with such prepayment); provided, further that if, as of Term Loans the last day of the most recently ended Fiscal Year, the Borrowing Base Coverage Ratio (as opposed determined for any such period by reference to the face amount thereof)Compliance Certificate delivered pursuant to Section 5.01(e) and (Bcalculating the Borrowing Base Coverage Ratio as of the last day of such Fiscal Year) less shall be greater than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).to

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with With respect to the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings Borrower and its Restricted Subsidiaries pursuant to Section 5.1(b)and any particular fiscal period, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (a) the sum of (i) 50% of such Consolidated Excess Operating Cash Flow minus for such fiscal period plus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to change in Consolidated Working Capital between the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last first day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of fiscal period and the last day of such Fiscal Yearfiscal period, if negative, minus (b) the sum of (i) Consolidated Total Interest Expense for such fiscal period, (ii) any voluntary and scheduled repayments of principal on any Indebtedness of the Borrower or any of its Subsidiaries (other than Revolving Credit Loans which shall be subject to clause (Aiii) less than below) paid or equal to 4.50:1.00 but greater than 4.00:1.00due and payable during such fiscal period, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1iii) 25% of such Consolidated Excess Cash Flow minus (2) any voluntary repayments of principal of the Revolving Credit Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent that such repayments were accompanied by permanent reductions in the Total Revolving Credit Commitments are permanently reduced Commitment in like amount, (iv) cash payments paid or payable during such fiscal period on account of Capital Expenditures (other than Capital Expenditures financed by the incurrence of Indebtedness), (v) cash taxes paid or payable during such fiscal period, (vi) the change in Consolidated Working Capital between the first day of such fiscal period and the last day of such fiscal period, if positive, and (vii) $5,000,000. Consolidated Net Income (or Deficit). For any period, the consolidated net income (or deficit) of the Borrower and its Subsidiaries for such period, after deduction of all expenses, taxes, and other proper charges for such period, determined in accordance with GAAP, after eliminating therefrom (a) all extraordinary and/or nonrecurring gains or losses, including, without limitation, any gains (or losses) from any Asset Sale, (b) non-cash dividends or non-cash Distributions received from Investments and (c) income and expenses arising from or in connection with such repayments) paid from Internally Generated Cash Trades and other non-cash credits to Consolidated Net Income (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(eDeficit).

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers BorrowersBorrower shall, within ten Business Days of the date on which the Borrowers are areBorrower is required to deliver the financial statements of Holdings Holdingsthe Borrower and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers BorrowersBorrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers BorrowersBorrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days of the date on which the Borrowers are required to deliver the not later than five business days after financial statements of Holdings and its Restricted Subsidiaries for such Fiscal Year have been delivered pursuant to Section 5.1(b5.1(a) and the related Compliance Certificate has been delivered pursuant to Section 5.1(c), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings of each Class in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary prepayments the sum of the Loans made during aggregate principal amount of the Term Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.13 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the product of (A) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (excluding repayments but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness plus (y) the aggregate principal amount of any optional prepayments of any Revolving Loans or Swing Line Loans except but solely to the extent the Revolving Credit Commitments are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), in each case under clauses (ii) and (iii) above, to the extent such repayments) paid from prepayments, repurchases or redemptions have been made with Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.14(d) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited below) or (2) at the option of the Borrower, after the end of such Fiscal Year and prior to the actual amount of cash used to prepay principal of Term Loans (as opposed to time that the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be mandatory prepayment required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.14(d) in respect of such Fiscal Year is due as provided above.

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with With respect to the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings Borrower and its Restricted Subsidiaries pursuant to Section 5.1(b)and any particular fiscal period, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (a) the sum of (i) 50% of such Consolidated Excess Operating Cash Flow minus for such fiscal period plus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to change in Consolidated Working Capital between the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last first day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of fiscal period and the last day of such Fiscal Yearfiscal period, if negative, minus (b) the sum of (i) Consolidated Total Interest Expense for such fiscal period, (ii) any voluntary and scheduled repayments of principal on any Indebtedness of the Borrower or any of its Subsidiaries (other than Revolving Credit Loans which shall be subject to clause (Aiii) less than below) paid or equal to 4.50:1.00 but greater than 4.00:1.00due and payable during such fiscal period, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1iii) 25% of such Consolidated Excess Cash Flow minus (2) any voluntary repayments of principal of the Revolving Credit Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent that such repayments were accompanied by permanent reductions in the Total Revolving Credit Commitments are permanently reduced Commitment in like amount, (iv) cash payments paid or payable during such fiscal period on account of Capital Expenditures (other than Capital Expenditures financed by the issuance of equity or the incurrence of Indebtedness other than Revolving Credit Loans), (v) cash taxes paid or payable during such fiscal period, (vi) the change in Consolidated Working Capital between the first day of such fiscal period and the last day of such fiscal period, if positive, (vii) cash amounts paid in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Permitted Acquisitions and Investments permitted pursuant to Section 10.6(k) shall be limited §10.3 during such period (in each case to the actual amount extent not financed by the issuance of equity or the incurrence of Indebtedness), (viii) cash used amounts paid in respect of dividends permitted pursuant to prepay principal of Term Loans §10.4 during such period (as opposed to the face amount thereofextent not financed by the issuance of equity or the incurrence of Indebtedness), (ix) non-cash income during such period attributable to cash distributions received from a Bridge to Sale Excluded Subsidiary in a prior period and (Bx) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)$10,000,000.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182014), the Borrowers Company shall, within ten Business Days not later than 90 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings of each Class in an aggregate principal amount equal to (i) the product of (A) 50% (or, if the Leverage Ratio as of the end of such Fiscal Year shall have been less than 3.75:1.00 and greater than or equal to 2.75:1.00, 25% or, if the Leverage Ratio as of the end of such Fiscal Year shall have been less than 2.75:1.00, 0%) of such Consolidated Excess Cash Flow and (B) the percentage of the aggregate principal amount of the Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Borrowings of such Class outstanding as of the end of such Fiscal Year minus (ii) voluntary prepayments the aggregate principal amount of the Loans made Borrowings of such Class voluntarily prepaid by the Company pursuant to Section 2.12 during such Fiscal Year with Internally Generated Cash minus (excluding repayments iii) the aggregate amount of Revolving Loans or Swing Line Loans except such Consolidated Excess Cash Flow used by the Company to prepay borrowings under the Existing Credit Agreement pursuant to Section 2.13(d) of the Existing Credit Agreement; provided that such prepayment with Consolidated Excess Cash Flow for any Fiscal Year shall be required only to the extent and in the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided amount that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual aggregate amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); providedBalance Sheet Cash, ifCash Equivalents and Marketable Securities, as of reflected on the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio Company’s audited consolidated balance sheet as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, exceeds the Borrowers shall only be required to make Threshold Cash Requirement. Notwithstanding the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such foregoing, any Consolidated Excess Cash Flow minus (2for any Fiscal Year required to be applied to Borrowings pursuant to this Section 2.13(d) voluntary repayments of shall be applied ratably among the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and, to the extent required by the Revolving Credit Commitments are permanently reduced in connection with terms of any Replacement Facility or Permitted Additional First Lien Debt then outstanding, the principal amount of such repayments) paid from Internally Generated Cash (provided that Replacement Facility and/or such reduction as a result Permitted Additional First Lien Debt then outstanding, and the prepayment of prepayments made the Borrowings required pursuant to this Section 10.6(k2.13(d) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)reduced accordingly.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182017)2020), the Borrowers shall, within ten Business Days Borrower shall not be required to make any prepayments for such Fiscal Year under this Section 2.12(d) to the extent that as of the date on which last day of the Borrowers are required most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any such period by reference to deliver the financial statements of Holdings and its Restricted Subsidiaries Compliance Certificate delivered pursuant to Section 5.1(b), prepay 5.01(e) calculating the Loans and/or certain other Obligations First Lien LTV Ratio as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of the last day of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kYear) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))less than 20%; provided, provided that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage First Lien LTV Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(e) calculating the Consolidated Total Net Leverage First Lien LTV Ratio as of the last day of such Fiscal Year) shall be (A) less greater than or equal to 4.50:1.00 but 20% and less than 35%, the Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to (i) 25% of such Consolidated Excess Cash Flow, minus (ii) voluntary repayments of the Loans pursuant to Section 2.11 during such Fiscal Year or after such Fiscal Year end and prior to the time such prepayment pursuant to this clause is due other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales; provided, further that if, as of the last day of the most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be greater than 4.00:1.00or equal to 35%, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 2550% of such Consolidated Excess Cash Flow Flow, minus (2ii) voluntary repayments of the Loans made pursuant to Section 2.11 during such Fiscal Year other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales; provided, further that if, as of the last day of the most recently ended Fiscal Year, the First Lien LTV Ratio (excluding repayments of Revolving Loans or Swing Line Loans except determined for any such period by reference to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Compliance Certificate delivered pursuant to Section 10.6(k5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.0020%, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by for such Fiscal Year under this Section 2.14(e2.12(d).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182022), the Borrowers Borrower shall, within no later than ten (10) Business Days after the delivery of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b6.01(b), prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow Flow, minus (ii) voluntary prepayments repayments of the Term Loans made pursuant to Section 2.08(a)(i) during such Fiscal Year or after such Fiscal Year end and prior to the time such prepayment pursuant to this clause is due, other than prepayments funded with the proceeds of Indebtedness or proceeds from the issuance of Disqualified Equity Interests. (excluding repayments v) Notwithstanding anything to the contrary in clauses (ii) through (iv) of Revolving Loans or Swing Line Loans except this Section 2.08(b), (A) to the extent that any Net Cash Proceeds or Net Insurance/Condemnation Proceeds received by any Subsidiary (each such Subsidiary, an “Affected Subsidiary”) or Consolidated Excess Cash Flow attributable to any Affected Subsidiary is prohibited or delayed by applicable local Law from being repatriated to the Revolving Credit Commitments are permanently reduced Borrower or such Affected Subsidiary’s parent, the portion of such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in connection with this Section 2.08(b) but may be retained by the applicable Affected Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation (the Borrower hereby agreeing to, itself or by causing any such repaymentsAffected Subsidiary to, promptly take all reasonable actions required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local Law, such repatriation will be promptly effected upon any Authorized Officer obtaining knowledge thereof and such repatriated Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow will be promptly (and in any event not later than five (5) paid from Internally Generated Cash Business Days after such repatriation) applied (provided that such reduction net of additional Taxes payable or reserved against as a result thereof) to the repayment of prepayments made the Term Loans pursuant to this Section 10.6(k2.08(b) shall be limited and (B) to the actual amount extent that any Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow is not prohibited or delayed by applicable local Law from being repatriated, but the Borrower has determined in good faith that repatriation of cash used any Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow would have material adverse Tax consequences with respect to prepay principal such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow, such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow so affected may be retained by the applicable Affected Subsidiary; provided that, in the case of Term Loans this clause (as opposed B), on or before the date on which any such Net Cash Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference be applied to the Compliance Certificate delivered reinvestments or prepayments pursuant to this Section 5.1(c2.08(b) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of any such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except would have been required to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of be applied to prepayments made pursuant to this Section 10.6(k) shall be limited 2.08(b), the Borrower applies an amount equal to such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds or Net Insurance/Condemnation Proceeds had been received by, or such Consolidated Excess Cash Flow had been attributable to, a Subsidiary other than such Affected Subsidiary, less the actual amount of cash used to prepay principal of Term Loans additional Taxes that would have been payable or reserved against if such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow had been repatriated (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00or, if less, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).Net Cash Proceeds, Net Insurance/Condemnation 48 #96555161v28

Consolidated Excess Cash Flow. If Subject to Section 2.13(i), in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten not later than the earlier of (x) 95 days after the end of such Fiscal Year and (y) five Business Days after the delivery of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year pursuant to Section 5.1(b5.1(a), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings of each Class in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary the sum of the aggregate principal amount of the Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i)(i), minus (iii) the product of (A) the percentage of the aggregate principal amount of the Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Section 6.1(e) Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, that, in each case, constitutes Permitted Pari Passu Secured Indebtedness or Permitted Senior Lien Secured Indebtedness (and, in each case, does not constitute revolving loans), plus (y) the aggregate principal amount of any optional prepayments of any revolving loans under the Loans made First Lien Credit Agreement but solely to the extent the revolving commitments in respect thereof are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), in each case under clauses (ii) and (iii) above, (I) to the extent such prepayments, repurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness and (II) if such prepayments, repurchases or redemptions occurred (1) during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.13(e) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.13(e) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) Year is due as provided above; provided that no prepayment shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(e) unless the amount thereof would equal or exceed $1,000,000.

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers shall, within no later than ten (10) Business Days of after the date on which the Borrowers annual financial statements for such Fiscal Year are required to deliver the financial statements of Holdings and its Restricted Subsidiaries be delivered pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations the Revolving Credit Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) which percentage shall be limited reduced to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, x) 25% if the Consolidated Total First Lien Net Leverage Ratio (determined for such Fiscal Year is 3.40:1.00 or less, and (y) 0% if the Consolidated First Lien Net Leverage Ratio determined for such Fiscal Year is 2.90:1.00 or less, in each case, by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00), the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments prepayments of the Loans made during and any Incremental Equivalent Debt secured by the Collateral on a pari passu basis with the Initial Term Loans or Revolving Loans (provided, with respect to any prepayment at a discount to par of such Fiscal Year Term Loans or such Incremental Equivalent Debt with credit only given for the actual amount of cash payment) and the amount of any premium, make whole or penalty paid in connection therewith, but excluding (excluding x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments, (y) paid from Internally Generated Cash (provided that such reduction as a result any repayments of prepayments the Loans made pursuant to Section 10.6(k) shall be limited to with the actual amount proceeds of cash used to prepay principal of Term Loans (as opposed to any Permitted Cure Securities issued in connection with the face amount thereof)) Cure Right and (Bz) less than any repayments of the Loans made with the proceeds of any long-term indebtedness of Parent or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)any Restricted Subsidiaries.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower shall, within ten Business Days no later than 120 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of the Loans pursuant to Section 10.6(k14.3.6, and (z) shall be limited to repayments of Loans made with the actual amount cash proceeds of cash used to prepay principal of Term Loans (as opposed to the face amount thereofany refinancing Debt)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net US-DOCS\144726423.10 Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.1.2(e) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) 3.00:1.00 or less than or equal to 4.50:1.00 but and greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) 14.3.6, and (Bz) less than repayments of Loans made with the cash proceeds of any refinancing Debt) or equal to 4.00:1.00(2) 2.50:1.00 or less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If there With respect to the Borrower and its Subsidiaries and any particular fiscal period, an amount equal to (a) the sum of (i) Consolidated Operating Cash Flow for such fiscal period plus (ii) the change in Consolidated Working Capital between the first day of such fiscal period and the last day of such fiscal period, if negative, minus (b) the sum of (i) Consolidated Total Interest Expense for such fiscal period, (ii) any voluntary and scheduled repayments of principal on any Indebtedness of the Borrower or any of its Subsidiaries (other than Revolving Credit Loans which shall be subject to clause (iii) below) paid or due and payable during such fiscal period, (iii) any voluntary repayments of principal of the Revolving Credit Loans to the extent that such repayments were accompanied by permanent reductions in the Total Revolving Credit Commitment in like amount, (iv) cash payments paid or payable during such fiscal period on account of Capital Expenditures (other than Capital Expenditures financed by the issuance of equity or the incurrence of Indebtedness other than Revolving Credit Loans), (v) cash taxes paid or payable during such fiscal period, (vi) the change in Consolidated Excess Working Capital between the first day of such fiscal period and the last day of such fiscal period, if positive, (vii) cash amounts paid in connection with Permitted Acquisitions and Investments permitted pursuant to §10.3 during such period (in each case to the extent not financed by the issuance of equity or the incurrence of Indebtedness), and (viii) $10,000,000. Consolidated Fixed Charges. With respect to any date of determination, the sum of (a) Consolidated Total Interest Expense required to be paid or accrued by the Borrower or any of its Subsidiaries during the Reference Period most recently ended, plus (b) the sum of all principal scheduled to be paid by the Borrower or any of its Subsidiaries with respect to Consolidated Total Funded Debt during the Reference Period most recently ended, plus (c) all Capital Expenditures made by the Borrower or any of its Subsidiaries during the Reference Period most recently ended (other than Capital Expenditures financed by the issuance of equity or the incurrence of Indebtedness other than Revolving Credit Loans), plus (d) the aggregate amount of cash taxes paid by the Borrower or any of its Subsidiaries in respect of the Reference Period most recently ended, plus (e) the aggregate amount of all Distributions that the Borrower paid with respect to its Capital Stock, and which the Borrower paid to the Parent to enable the Parent to make Distributions in respect of the Parent’s preferred stock, during the Reference Period most recently ended. Consolidated Net Income (or Deficit). For any period, the consolidated net income (or deficit) of the Borrower and its Subsidiaries for such period, after deduction of all expenses, taxes, and other proper charges for such period, determined in accordance with GAAP, after eliminating therefrom (a) all extraordinary and/or nonrecurring gains or losses, including, without limitation, any gains (or losses) from any Asset Sale and any premiums associated with a redemption of the Subordinated Notes and the Senior Discount Notes made in accordance with this Credit Agreement, (b) non-cash dividends or non-cash distributions received from Investments and (c) income and expenses arising from or in connection with Trades and other non-cash credits to Consolidated Net Income (or Deficit) other than income attributable to cash payments received in a prior period to the extent that such cash payments were not previously included in the calculation of Consolidated Net Income (or Deficit) in a prior period. Consolidated Operating Cash Flow. For any period, an amount equal to (a) the sum of (i) Consolidated Net Income (or Deficit) for such period, plus (ii) depreciation, amortization (including Programming Amortization Expense) and all other non-cash charges for such period deducted from Consolidated Net Income (or Deficit), plus (iii) to the extent deducted in the calculation of Consolidated Net Income (or Deficit), Consolidated Total Interest Expense and cash taxes paid or payable for such period by the Borrower and its Subsidiaries on a consolidated basis (including amounts paid or payable by the Borrower to the Parent in respect of cash taxes paid or payable for such period by the Parent that are attributable to the taxable income of the Borrower and its Subsidiaries), plus (iv) losses actually incurred during such period by the Borrower and its Subsidiaries in connection with Development Properties in an aggregate amount not to exceed $5,000,000, less (b) (i) Corporate Overhead and, to the extent paid or funded by the Borrower either directly or through Distributions, Holdco Corporate Overhead Expenses, in each case, for such period to the extent not deducted in the calculation of Consolidated Net Income (or Deficit), (ii) all Programming Cash Payments and (iii) cash payments made with respect to non-cash charges added back in prior periods and otherwise excluded. For purposes of calculating Consolidated Operating Cash Flow for any Fiscal Year period, any Permitted Acquisition, Asset Sale or Asset Swap of the Borrower or any of its Subsidiaries which occurred during such period shall be deemed to have occurred immediately prior to the beginning with of such period and the Fiscal Year ending December 31, 2018calculation of Consolidated Operating Cash Flow shall be adjusted on a Pro Forma Basis in connection therewith. Consolidated Total Funded Debt. At any time of determination, the Borrowers shallsum, within ten Business Days without duplication, of (a) the date on which the Borrowers are required to deliver the financial statements outstanding principal amount of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus the Loans and (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except other Obligations to the extent such other Obligations are due and payable, plus (b) the Revolving outstanding principal amount of any other Indebtedness for borrowed money owed by the Borrower or any of its Subsidiaries on a consolidated basis (including, without limitation, Subordinated Debt), plus (c) to the extent not otherwise included, all obligations (contingent or otherwise) relating to letters of credit issued for the account of the Borrower and/or its Subsidiaries, plus (d) to the extent not otherwise included, all liabilities in respect of Capitalized Leases of the Borrower and/or its Subsidiaries, on a consolidated basis, plus (e) to the extent not otherwise included, all purchase money Indebtedness. Consolidated Total Interest Expense. For any period, the sum, without duplication, of (a) the aggregate amount of interest required to be paid or accrued by the Borrower or any of its Subsidiaries during such period on all Indebtedness of the Borrower or any of its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized (provided that, if such interest is capitalized, only the portion amortized for such period shall be included as interest for such period), including, without limitation, payments consisting of interest in respect of Capitalized Leases, Letter of Credit Commitments are permanently reduced Fees, commitment fees payable pursuant to this Credit Agreement and similar fees payable in connection with other Indebtedness, plus (b) all scheduled monthly fees payable in connection with LMA Agreements, plus (c) the aggregate amount of any cash distributions paid or to be paid by the Borrower to the Parent during such period to enable the Parent to pay interest with respect to its Indebtedness including, without limitation, payments of commitment fees or similar fees payable in connection with the Parent’s Indebtedness. For purposes of determining the Consolidated Total Interest Expense for any period, any Permitted Acquisition or Asset Sale of the Borrower or its Subsidiaries which occurred during such period as permitted pursuant to §10.5 shall be deemed to have occurred immediately prior to such period, and Consolidated Total Interest Expense shall be determined as if (i) any Indebtedness incurred by the Borrower or its Subsidiaries in connection with such repaymentsPermitted Acquisition or repaid in connection with such Asset Sale was incurred or repaid, as the case may be, immediately prior to such period and (ii) paid from Internally Generated Cash (provided that the interest rate payable by the Borrower or its Subsidiaries with respect to any increase in Indebtedness in connection with such reduction as a result Permitted Acquisition which was outstanding during all or any part of prepayments made pursuant to Section 10.6(k) shall be limited such period was at all times equal to the actual amount rate of cash used interest payable with respect to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of such Indebtedness on the last day of the most recently ended Fiscal Year, the period for which Consolidated Total Net Leverage Ratio (Interest Expense is to be determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of or if earlier, the last day on which such Indebtedness was outstanding. Consolidated Working Capital. The excess of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)Current Assets over Consolidated Current Liabilities.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31February 2, 20182014), no later than 105 days after the end of the Fiscal Year ending February 2, 2014 and no later than 95 days after the end of any subsequent Fiscal Year, the Borrowers shall, within ten Business Days of Term Loans shall be prepaid by the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations U.S. Borrower as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Term Loans made during in such Fiscal Year (excluding pursuant to Section 2.13(a) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (Ax) less than 2.75:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.002.25:1.00, the Borrowers U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Term Loans made during in such Fiscal Year (excluding pursuant to Section 2.13(a) and voluntary repayments of Revolving Loans or Swing Line Loans except in such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash repayments or (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (By) less than or equal to 4.00:1.002.25:1.00, the Borrowers no such payment shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)required.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182017), the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 5025% of such Consolidated Excess Cash Flow Flow, minus (ii) voluntary prepayments repayments of the Loans made pursuant to Section 2.11 during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except after such Fiscal Year end and prior to the extent time such prepayment pursuant to this clause is due other than prepayments funded with the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (proceeds of Indebtedness, Equity Interests or Asset Sales; provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage First Lien LTV Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(e) calculating the Consolidated Total Net Leverage First Lien LTV Ratio as of the last day of such Fiscal Year) shall be (A) less greater than or equal to 4.50:1.00 but greater than 4.00:1.0035%, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 2550% of such Consolidated Excess Cash Flow Flow, minus (2ii) voluntary repayments of the Loans made pursuant to Section 2.11 during such Fiscal Year other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales; provided, further that if, as of the last day of the most recently ended Fiscal Year, the First Lien LTV Ratio (excluding repayments of Revolving Loans or Swing Line Loans except determined for any such period by reference to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Compliance Certificate delivered pursuant to Section 10.6(k5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.0020%, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by for such Fiscal Year under this Section 2.14(e2.12(d).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182022), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or 2.22 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i) or 10.6(j), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent/Ratio Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of any Permitted Revolving Indebtedness but solely to the Loans made extent the commitments in respect thereof are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), minus (v) the aggregate amount of Additional ECF Reduction Amounts, in each case under clauses (ii) through (v) above, (1) during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent not applied to reduce any mandatory prepayment required under this Section 2.13(d) in respect of any prior Fiscal Year pursuant to clause (2) below) or (2) at the Revolving option of the Borrower, after the end of such Fiscal Year and prior to the time that the mandatory prepayment required under this Section 2.13(d) in respect of such Fiscal Year is due as provided above and, in each case, only to the extent such prepayments, repurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness (other than revolving credit Indebtedness). Notwithstanding the foregoing, (x) the Borrower may use a portion of Consolidated Excess Cash Flow that would otherwise be required pursuant to this Section 2.13(d) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Commitments are permanently Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent/Ratio Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed with “excess cash flow” (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.13(d) being reduced in connection with such repayments) paid from Internally Generated Cash (accordingly), provided that (i) such reduction as a result portion shall not exceed the product of prepayments made pursuant to Section 10.6(k(A) shall be limited to the actual amount of cash used to prepay Consolidated Excess Cash Flow for the applicable Fiscal Year multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of Term Loans (as opposed to such Permitted Pari Passu Secured Indebtedness and the face denominator is the sum of the aggregate principal amount thereof)); providedof such Permitted Pari Passu Secured Indebtedness and all Borrowings, if, in each case as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such applicable Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of for which such Consolidated Excess Cash Flow minus relates, and (2ii) voluntary repayments in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the Loans made during such Fiscal Year declined amount shall promptly (excluding repayments and in any event within 10 Business Days after the date of Revolving Loans rejection) be applied to prepay the Borrowings, and (y) no prepayment shall be required under this Section 2.13(d) unless the amount thereof would equal or Swing Line Loans except exceed $7,500,000 after giving effect to the extent calculations and adjustments described in clauses (ii) through (v) above (and, for the Revolving Credit Commitments are permanently reduced in connection with avoidance of doubt, excluding all amounts below such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(ethreshold).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 2018), the Borrowers Borrower shall, within ten Business Days no later than 120 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of the Loans pursuant to Section 10.6(k14.3.6, and (z) shall be limited to repayments of Loans made with the actual amount cash proceeds of cash used to prepay principal of Term Loans (as opposed to the face amount thereofany refinancing Debt)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.1.2(e) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) 3.00:1.00 or less than or equal to 4.50:1.00 but and greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) 14.3.6, and (Bz) less than repayments of Loans made with the cash proceeds of any refinancing Debt) or equal to 4.00:1.00(2) 2.50:1.00 or less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If there shall Within ten (10) Business Days after the date that the annual consolidated financial statements of the Company and its Restricted Subsidiaries are required to be delivered pursuant to Section 6.01(a) after the end of each fiscal year ending after the Closing Date (the “Consolidated Excess Cash Flow for any Fiscal Year beginning Prepayment Date”), commencing with the Fiscal Year fiscal year ending December 31, 20182019, the Borrowers shall, within ten Business Days of Company shall prepay (or cause to be prepaid) the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) hereafter provided in an aggregate amount equal to the difference of (iA) 50% the product of such Consolidated Excess Cash Flow for such year times (I) fifty percent (50%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is equal to or greater than 2.75:1.00 or (II) twenty-five percent (25%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is less than 2.75:1.00 but greater than or equal to 2.25:1.00, minus (iiB) voluntary the aggregate amount of optional principal prepayments of the Term Loans made during such Fiscal Year (excluding repayments and optional prepayments of Revolving Loans (to the extent accompanied by a permanent reduction in the Aggregate Revolving Commitments) in each case made pursuant to Section 2.06(a) (1) during such fiscal year (other than any optional prepayments made prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year to the extent such optional prepayments were applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii) for the prior fiscal year) or Swing Line Loans (2) following the end of such fiscal year but prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year and, upon the election of the Company by written notice delivered to the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii), in each case, except to the extent financed with long-term, non-revolving Indebtedness minus (C) the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash portion of Consolidated Net Income attributable to any Non-U.S. Subsidiaries (provided that such reduction as a result other than Non-U.S. Subsidiaries organized CHAR1\1982698v3 under any jurisdiction of prepayments made pursuant to Section 10.6(k) shall be limited Canada), except to the actual amount extent of any cash used to prepay principal of Term Loans (as opposed actually repatriated to the face amount thereof))Company or any of its Restricted Subsidiaries that are U.S. Subsidiaries or Non-U.S. Subsidiaries organized under any jurisdiction of Canada; provided, ifhowever, as of the last day of the most recently ended Fiscal Year, that if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) shall be (A) fiscal year is less than or equal to 4.50:1.00 but greater than 4.00:1.002.25:1.00, then the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Company shall not be required to make the prepayments and/or reductions otherwise required by any prepayment pursuant to this Section 2.14(e)clause (iii) for such fiscal year. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (v) below.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of the Loans made during such Fiscal Year (excluding repayments of any Revolving Loans or Swing Line Loans except but solely to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash therewith (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited and solely to the actual extent of the amount of cash used to prepay principal of Term Loans (as opposed to the face amount such permanent reduction and excluding any reduction in connection with a refinancing thereof)); provided, ifin each case under clauses (ii) through (iv) above, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent not applied to reduce any mandatory prepayment required under this Section 2.13(d) in respect of any prior Fiscal Year pursuant to clause (2) below) or (2) at the Revolving Credit Commitments are permanently reduced option of the Borrower, after the end of such Fiscal Year and prior to the time that the mandatory prepayment required under this Section 2.13(d) in connection respect of such Fiscal Year is due as provided above and, in each case, only to the extent such prepayments, repurchases or redemptions have not been financed with such repayments) paid from Internally Generated Cash the proceeds of incurrences of Long-Term Indebtedness (other than revolving credit Indebtedness); provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) no prepayment shall be limited required under this Section 2.13(d) (x) unless the amount thereof would equal or exceed $10,000,000, (y) if, immediately prior to such prepayment, the aggregate principal amount of the Term Borrowings shall be less than $250,000,000 or (z) to the actual extent that, immediately after giving effect to such prepayment, the aggregate principal amount of cash used to prepay principal of the Term Loans (as opposed to the face amount thereof)) and (B) Borrowings shall be less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)$250,000,000.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 2018in 2008), the Borrowers Borrower shall, within ten Business Days no later than ninety (90) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than 3.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash ); provided, further, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (provided that determined for any such reduction as a result of prepayments made period by reference to the Compliance Certificate delivered pursuant to Section 10.6(k5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182012), the Borrowers Borrower shall, within ten Business Days no later than 105 days after the end of such Fiscal Year (or, if earlier, the date day on which the Borrowers are required to deliver the audited financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year are delivered pursuant to Section 5.1(b)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings of each Class in an aggregate principal amount equal to (i) the product of (A) 50% (or, if the Leverage Ratio as of the end of such Fiscal Year shall have been less than 2.25 to 1.00, 25% or, if the Leverage Ratio as of the end of such Fiscal Year shall have been less than 1.75 to 1.00, 0%) of such Consolidated Excess Cash Flow and (B) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class outstanding as of the end of such Fiscal Year minus (ii) the sum of (A) the aggregate principal amount of the Term Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.12 and (B) the product of (1) the aggregate principal amount of the Revolving Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 (but only to the extent accompanied by a concomitant permanent reduction in the Revolving Commitments) and (2) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class outstanding as of the end of such Fiscal Year, in each case under this clause (ii) if such voluntary prepayments of the Loans were made during such Fiscal Year (excluding repayments or, subject to Section 2.14(a), after the end of Revolving Loans or Swing Line Loans except such Fiscal Year but prior to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as date of the last day prepayment under this Section 2.13(d) on account of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined Excess Cash Flow for such Fiscal Year by reference (it being agreed that, to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating extent any such voluntary prepayment made after the Consolidated Total Net Leverage Ratio as end of any Fiscal Year shall have reduced the amount of the last day of such Fiscal Yearprepayment under this Section 2.13(d) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make be made on account of the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during for such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except Year, such voluntary prepayment shall not reduce the amount required to be prepaid under this Section 2.13(d) with respect to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(enext following Fiscal Year).

Consolidated Excess Cash Flow. If there shall Within ten (10) Business Days after the date that the annual consolidated financial statements of the Company and its Restricted Subsidiaries are required to be delivered pursuant to Section 6.01(a) after the end of each fiscal year ending after the Closing Date (the “Consolidated Excess Cash Flow for any Fiscal Year beginning Prepayment Date”), commencing with the Fiscal Year fiscal year ending December 31, 20182019, the Borrowers shall, within ten Business Days of Company shall prepay (or cause to be prepaid) the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) hereafter provided in an aggregate amount equal to the difference of (iA) 50% the product of such Consolidated Excess Cash Flow for such year times (I) fifty percent (50%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is equal to or greater than 2.75:1.00 or (II) twenty-five percent (25%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is less than 2.75:1.00 but greater than or equal to 2.25:1.00, minus (iiB) voluntary the aggregate amount of optional principal prepayments of the Term Loans made during such Fiscal Year (excluding repayments and optional prepayments of Revolving Loans (to the extent accompanied by a permanent reduction in the Aggregate Revolving Commitments) in each case made pursuant to Section 2.06(a) (1) during such fiscal year (other than any optional prepayments made prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year to the extent such optional prepayments were applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii) for the prior fiscal year) or Swing Line Loans (2) following the end of such fiscal year but prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year and, upon the election of the Company by written notice delivered to CHAR1\1847295v5 the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii), in each case, except to the extent financed with long-term, non-revolving Indebtedness minus (C) the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash portion of Consolidated Net Income attributable to any Non-U.S. Subsidiaries (provided that such reduction as a result other than Non-U.S. Subsidiaries organized under any jurisdiction of prepayments made pursuant to Section 10.6(k) shall be limited Canada), except to the actual amount extent of any cash used to prepay principal of Term Loans (as opposed actually repatriated to the face amount thereof))Company or any of its Restricted Subsidiaries that are U.S. Subsidiaries or Non-U.S. Subsidiaries organized under any jurisdiction of Canada; provided, ifhowever, as of the last day of the most recently ended Fiscal Year, that if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) shall be (A) fiscal year is less than or equal to 4.50:1.00 but greater than 4.00:1.002.25:1.00, then the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Company shall not be required to make the prepayments and/or reductions otherwise required by any prepayment pursuant to this Section 2.14(e)clause (iii) for such fiscal year. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (v) below.

Consolidated Excess Cash Flow. If Subject to Section 2.12(b) and after Discharge of the First Lien Obligations, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 312007), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.12(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year and loans under the First Lien Credit Facilities (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced under the First Lien Credit Agreement in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow or (1B) shall be 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow Flow, in each case minus (2ii) voluntary repayments of the Loans made during such Fiscal Year and loans under the First Lien Credit Facilities (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced under the First Lien Credit Agreement in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 312006), 2018, the Borrowers Company shall, within ten Business Days of no later than the date on which that is June 30 following the Borrowers are required to deliver the financial statements end of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of (x) during any period in which the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal YearRatio) shall be (A) less than 5.00:1.00 but greater than or equal to 4.50:1.00 but greater than 4.00:1.003.00:1.00, the Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash and (provided that y) during any period in which the Leverage Ratio (determined for any such reduction as a result of prepayments made period by reference to the most recent Compliance Certificate delivered pursuant to Section 10.6(k5.1(c) calculating the Leverage Ratio) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.003.00:1.00, the Borrowers Company shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)from Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If Subject to Section 2.12(b) and after the Discharge of First Lien Obligations, in the event that there shall be Consolidated Excess Cash Flow for in any Fiscal Year beginning (commencing with the Fiscal Year ending December 312008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety (90) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)each such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.12(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Term Loans made during such Fiscal Year and Revolving Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that during such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))Fiscal Year; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow or (1B) shall be 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow Flow, in each case minus (2ii) voluntary repayments of the Loans, First Lien Term Loans made during such Fiscal Year and Revolving Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided during such Fiscal Year; provided, further, that such reduction as a result of prepayments made pursuant to under this Section 10.6(k2.11(e) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required at the end of any Fiscal Year following the Effective Date to make the extent such prepayments and/or reductions otherwise required by this Section 2.14(e)would, if given effect on the last day of such Fiscal Year, result in the aggregate Cash and Cash Equivalents of Borrower and its Subsidiaries (minus the aggregate amount of Revolving Loans then outstanding under the Revolving Credit Facility) on such date being reduced to below the sum of $50,000,000 plus the cash interest payments in respect of the Loans and in respect of Indebtedness under the Revolving Credit Facility that would accrue during the Fiscal Quarter immediately following the Fiscal Year to which such prepayment relates.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182007), the Borrowers Company shall, within ten Business Days no later than one hundred-twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to (i) 5050.0% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))Flow; provided, if, as of during (x) any period in which the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal YearRatio) shall be (A) 4.00:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.003.00:1.00, the Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 2525.0% of such Consolidated Excess Cash Flow minus and (2y) any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be 3.00:1.00 or less, no Consolidated Excess Cash Flow prepayment shall be required. In computing amounts owing under this clause (e), credit shall be given for any voluntary repayments prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Swingline Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited ). Notwithstanding anything to the actual amount of cash used to prepay principal of Term Loans (as opposed contrary in this Section 2.15(e), to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise extent that any prepayment required by this Section 2.14(e2.15(e) would result in the Company and its Subsidiaries having Cash and Cash Equivalents of less than $12,500,000 immediately after giving effect to such prepayment the amount of such prepayment required hereby shall be reduced by an amount such that after giving effect to such prepayment Company and its Subsidiaries shall have Cash and Cash Equivalents equal to $12,500,000 (the “Minimum Liquidity Exclusion”).

Consolidated Excess Cash Flow. If Subject to the terms of the Intercreditor Agreement and Section 2.14(h), for each Fiscal Year ending after the Closing Date, in the event that there shall be Consolidated Excess Cash Flow for any such Fiscal Year beginning with (or, in the case of the Fiscal Year ending December 31, 20182013, Consolidated Excess Cash Flow for the Borrowers portion of such year commencing on August 1, 2013 and ending on the last day of such Fiscal Year), Borrower shall, within ten Business Days no later than one hundred and twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, that if, as of the last day of the most recently ended Fiscal Year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Total Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 4.50:1.00 or less but greater than 3.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans and the First Lien Term Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans Loans, in each case under and as defined in the First Lien Credit Agreement, except to the extent the Revolving Commitments under and as defined in the First Lien Credit Commitments Agreement are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k10.6(h) shall be limited to the actual amount of cash used to prepay principal of and First Lien Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.6(h) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal YearFirst Lien Credit Agreement), (B) shall be (A) 3.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans and the First Lien Term Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans Loans, in each case under and as defined in the First Lien Credit Agreement, except to the extent the Revolving Commitments under and as defined in the First Lien Credit Commitments Agreement are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k10.6(h) shall be limited to the actual amount of cash used to prepay principal of and First Lien Term Loans pursuant to Section 10.6(h) of the First Lien Credit Agreement) or (as opposed to the face amount thereof)C) and (B) less than 2.50:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby with respect to such Fiscal Year.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within no later than ten Business Days after delivery of the date on which the Borrowers are required to deliver the annual audited financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)delivered in connection with such Fiscal Year, prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such the applicable Fiscal Year or after year-end and prior to the time such Consolidated Excess Cash Flow prepayment is due (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to repayments and including the actual amount of cash used to prepay principal paid by the Borrower in connection with any repurchase of Term Loans (as opposed to the face amount thereofdescribed in Section 2.13(c)), other than any such repayments of Loans funded with the proceeds of Indebtedness; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but 3.00:1.00 and greater than 4.00:1.002.00:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such the applicable Fiscal Year or after year-end and prior to the time such Consolidated Excess Cash Flow prepayment is due (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) repayments and including the actual amount paid from Internally Generated Cash by the Borrower in connection with any repurchase of Term Loans described in Section 2.13(c)), other than any such repayments of Loans funded with the proceeds of Indebtedness; provided further that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (provided that determined for any such reduction as a result of prepayments made period by reference to the Compliance Certificate delivered pursuant to Section 10.6(k5.01(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.002.00:1.00, the Borrowers Borrower shall not be required to make a prepayment of such Consolidated Excess Cash Flow; provided that no prepayment will be made under this clause (d) for such fiscal year if the prepayments and/or reductions otherwise required by this Section 2.14(e)aggregate amount of such prepayment would not exceed $10,000,000.

Consolidated Excess Cash Flow. If there On or prior to the tenth Business Day after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal year ending December 31, 2022), the Borrower shall be prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements, minus (B) solely to the extent not deducted in the calculation of Consolidated Excess Cash Flow, the sum of (1) all voluntary prepayments of Term Loans, loans under any Fiscal Year beginning Incremental Equivalent Debt, Revolving Loans and/or loans under other Funded Debt, in each case, secured on a pari passu or junior basis with the Fiscal Year ending December 31Liens securing the Financing Obligations hereunder, 2018in each case, made during such fiscal year or after the Borrowers shallend of such fiscal year and prior to the date such ECF Prepayment Amount is due (in the case of any such Revolving Loans or other revolving indebtedness prepaid, within ten Business Days to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments are financed with internally generated cash of the Borrower or any Restricted Subsidiary or the sale or issuance of Equity Interests in the Borrower (and not from the proceeds of Funded Debt) and, in the case of all such prepayments made after the end of such fiscal year and prior to the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) in any subsequent period), minus (ii2) voluntary prepayments repurchases of Term Loans purchased pursuant to Section 10.06(h), limited to the actual purchase price paid in cash and to the extent financed with internally generated cash of the Loans Borrower or any Restricted Subsidiary or the sale or issuance of Equity Interests in the Borrower (and not from the proceeds of Funded Debt), in each case, made during such Fiscal Year fiscal year or after the end of such fiscal year and prior to the date such Excess Cash Flow prepayment is due and, in the case of all such repurchases made after the end of such fiscal year and prior to the date such Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) in any subsequent period; minus (excluding repayments of Revolving Loans 3) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06 (whether or Swing Line Loans except not actually made) (such prepayment to be applied as set forth in clause (iv) below); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made amount due pursuant to this Section 10.6(k2.03(b)(i) shall be limited (if any) for such period is in excess of $[ l ] and only with respect to the actual amount of cash due pursuant to this Section 2.03(b)(i) in excess thereof. As used to prepay principal of Term Loans (as opposed to the face amount thereofin this Section 2.03(b)(i)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio term “Applicable ECF Percentage” for any fiscal quarter means (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(ci) calculating 0.0%, if the Consolidated Total Senior Secured Net Leverage Ratio as of the last day of such Fiscal Yearprior fiscal quarter was equal to or less than 3.50 to 1.00, (ii) 25.0%, if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 3.50 to 1.00 but equal to or less than 4.00 to 1.00 or (iii) 50.0% if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 4.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (Ax) less than or equal the portion of such ECF Prepayment Amount allocated to 4.50:1.00 but greater than 4.00:1.00, the Borrowers Other Applicable Indebtedness shall only be not exceed the portion of such ECF Prepayment Amount required to make be allocated to the prepayments and/or reductions otherwise required hereby in an amount equal Other Applicable Indebtedness pursuant to (1) 25% the terms thereof, and the remaining amount, if any, of such Consolidated Excess Cash Flow minus ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2y) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in connection with any event within ten Business Days after the date of such repaymentsrejection) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used applied to prepay principal of the Term Loans (as opposed to in accordance with the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)terms hereof.

Consolidated Excess Cash Flow. If there shall be Consolidated If, as of any Excess Cash Determination Date (commencing with November 30, 2014), the Excess Cash Flow for any Fiscal Year beginning with Prepayment Amount exceeds $0, then on or before the Fiscal Year ending December 31, 2018next succeeding Excess Cash Flow Application Date, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), Borrower shall prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to (i) 50100% of such Consolidated the Excess Cash Flow Prepayment Amount, minus (ii) the sum of (A) voluntary prepayments of Term Loans, except to the Loans made during such Fiscal Year extent funded with Net Cash Proceeds of any borrowing or issuance of Indebtedness for borrowed money, and amounts paid by the Borrower in connection with any Borrower Loan Purchase and (excluding B) repayments of Revolving Loans or Swing Line Loans except but only to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments , in each case made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of during the most recently ended Fiscal Yearfour fiscal quarter period of Holdings ending on September 30; provided that, if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate audited financial statements delivered pursuant to Section 5.1(c5.1(a) calculating for the Consolidated Total Net Leverage Ratio fiscal year of Holdings during which such Excess Cash Determination Date occurs manifestly demonstrate that the Excess Cash Flow Prepayment Amount as of the last day most recent Excess Cash Determination Date would have been an amount in excess of the Excess Cash Flow Prepayment Amount actually applied to prepay the Loans if the Excess Cash Flow Prepayment Amount had been calculated based on the information set forth in such financial statements for the applicable period (the “True-Up Amount”), the Borrower shall, no later than thirty days after delivery of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00audited financial statements, prepay the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby Term Loans in an aggregate amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).True-Up Amount. 75

Consolidated Excess Cash Flow. If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with With respect to the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings Borrower and its Restricted Subsidiaries pursuant to Section 5.1(b)and any particular fiscal period, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1a) 25% Consolidated Cash Flow for such periodless (b) the sum of (without duplication) (i) Consolidated Total Interest Expense for such period, plus (ii) any mandatory repayments (whether scheduled or otherwise) of principal and voluntary permanent prepayments of principal on any Indebtedness of the Borrower or any of its Subsidiaries paid or due and payable during such period (other than payments made in respect of the prior fiscal year's Consolidated Excess Cash Flow minus Flow). Consolidated Net Income (2or Deficit). The consolidated net income (or deficit) voluntary repayments of the Loans Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of income. Consolidated Operating Cash Flow. For any period, an amount equal to (a) the sum of (i) EBIT for such period, plus (ii) depreciation and amortization for such period, less (b) the sum of (i) cash payments for all taxes paid during such period, plus (ii) to the extent not already deducted in the determination of EBIT, Capital Expenditures made during such Fiscal Year (excluding repayments period. Consolidated Total Interest Expense. For any period, the aggregate amount of Revolving Loans interest required to be paid or Swing Line Loans except accrued by the Borrower and its Subsidiaries during such period on all Indebtedness of the Borrower and its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to the extent the Revolving Credit Commitments are permanently reduced be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease or any Synthetic Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result the borrowing of prepayments made pursuant to Section 10.6(k) shall be limited money. Consulting Agreement. That certain Consulting Agreement dated on or prior to the actual amount of cash used to prepay principal of Term Loans (as opposed Closing Date, between the Borrower and the Founder, and in form and substance reasonably acceptable to the face amount thereof)) Agent and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)Banks.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for in any Fiscal Year beginning (commencing with the Fiscal Year ending December 312008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety (90) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)each such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year and Revolving Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that during such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof))Fiscal Year; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow or (1B) shall be 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow Flow, in each case minus (2ii) voluntary repayments of the Loans made during such Fiscal Year and Revolving Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided during such Fiscal Year; provided, further, that such reduction as a result of prepayments made pursuant to under this Section 10.6(k2.15(e) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required at the end of any Fiscal Year following the Closing Date to make the extent such prepayments and/or reductions otherwise required by this Section 2.14(e)would, if given effect on the last day of such Fiscal Year, result in the aggregate Cash and Cash Equivalents of Borrower and its Subsidiaries (minus the aggregate amount of Revolving Loans then outstanding under the Revolving Credit Agreement) on such date being reduced to below the sum of $50,000,000 plus the cash interest payments in respect of the Loans and in respect of Indebtedness under the Revolving Credit Agreement that would accrue during the Fiscal Quarter immediately following the Fiscal Year to which such prepayment relates.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten not later than the earlier of (x) 95 days after the end of such Fiscal Year and (y) five Business Days after the delivery of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year pursuant to Section 5.1(b5.1(a), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Term Borrowings outstanding as of the end of such Fiscal Year represented by the Term Borrowings (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i)(i) of the First Lien Credit Agreement, minus (iii) the product of (A) the percentage of the aggregate principal amount of the Term Borrowings outstanding as of the end of such Fiscal Year represented by the Term Borrowings (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness plus (y) the aggregate principal amount of any optional prepayments of any revolving loans under the Loans made First Lien Credit Agreement but solely to the extent the revolving commitments in respect thereof are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), in each case under clauses (ii) and (iii) above, (I) to the extent such prepayments, repurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness and (II) if such prepayments, repurchases or redemptions occurred (1) during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.13(e) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.13(e) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) Year is due as provided above; provided that no prepayment shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(e) unless the amount thereof would equal or exceed $1,000,000.

Consolidated Excess Cash Flow. If For each Fiscal Year ending after the Closing Date, in the event that there shall be Consolidated Excess Cash Flow for any such Fiscal Year beginning with (or, in the case of the Fiscal Year ending December 31, 20182013, Consolidated Excess Cash Flow for the Borrowers portion of such year commencing on August 1, 2013 and ending on the last day of such Fiscal Year), Borrower shall, within ten Business Days no later than one hundred and twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, that if, as of the last day of the most recently ended Fiscal Year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Total Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 4.50:1.00 or less but greater than 3.50:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof10.6(h)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(cB) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash (excluding excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof10.6(h)) and or (BC) less than 2.50:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby with respect to such Fiscal Year.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 2018, 2019) the Borrowers Borrower shall, within ten not later than 10 Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries are delivered pursuant to Section 5.1(b5.1(a) (and in any event no later than the 10th Business Day after the last day on which such financial statements may be delivered in compliance with such Section) (or, in the case of Consolidated Excess Cash Flow attributable to the operations of a Foreign Subsidiary, a CFC or CFC Holding Company, subject to the limitations of Section 2.14(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings in an aggregate principal amount equal to (i) 50% of the Applicable ECF Percentage for such Fiscal Year multiplied by the Consolidated Excess Cash Flow for such Fiscal Year, minus (in each case, only to the extent such prepayments are not financed with the proceeds of Long-Term Indebtedness (other than Permitted Revolving Indebtedness or other revolving Indebtedness)) (ii) voluntary prepayments the sum of (A) the aggregate principal amount of the Loans made Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 during such Fiscal Year (excluding repayments and not previously applied by the Borrower pursuant to the following clause (B) to reduce the prepayment required by this paragraph for the preceding Fiscal Year), plus (B) at the Borrower’s election, the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 after the end of such Fiscal Year and on or prior to the date of such prepayment, plus (C) any reduction in the outstanding amount of any Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Subsidiary (including in accordance with Section 10.6(k) of this Agreement in connection with any Auction or open market purchase) and based upon the actual amount of cash paid in connection with the relevant assignment or purchase, in each case during such Fiscal Year (and not previously applied by the Borrower pursuant to the following clause (D)), plus (D) at the Borrower’s election, any reduction in the outstanding amount of any Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Subsidiary (including in accordance with Section 10.6(k) of this Agreement in connection with any Auction or open market purchase) and based upon the actual amount of cash paid in connection with the relevant assignment or purchase, in each case after the end of such Fiscal Year and prior to the date of such prepayment, plus (E) the aggregate principal amount of any prepayments of Permitted Revolving Loans or Swing Line Loans except Indebtedness during such Fiscal Year, but solely to the extent the Revolving Credit Commitments revolving commitments thereunder are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with such repaymentsa refinancing thereof) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made and not previously applied by the Borrower pursuant to Section 10.6(kthe following clause (F) shall be limited to reduce the actual prepayment required by this paragraph for the preceding Fiscal Year), plus (F) at the Borrower’s election, the aggregate principal amount of cash used to prepay principal any prepayments of Term Loans (as opposed to Permitted Revolving Indebtedness after the face amount thereof)); provided, if, as end of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant date of such prepayment, but solely to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as extent the revolving commitments thereunder are permanently reduced in connection therewith (and solely to the extent of the last day amount of such Fiscal Yearpermanent reduction and excluding any reduction in connection with a refinancing thereof), plus (G) shall be (A) less than the aggregate principal amount of any prepayments, repurchases or equal to 4.50:1.00 but greater than 4.00:1.00redemptions of any Permitted Credit Agreement Refinancing Indebtedness, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness, that, in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments each case, that is secured by Liens on all or a portion of the Loans made Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and not previously applied by the Borrower pursuant to the extent following clause (H) to reduce the Revolving prepayment required by this paragraph for the preceding Fiscal Year), plus (H) at the Borrower’s election, the aggregate principal amount of any prepayments, repurchases or redemptions of any Permitted Credit Commitments are permanently reduced Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness that, in connection each case, that is secured by Liens on all or a portion of the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, after the end of such repayments) paid from Internally Generated Cash (Fiscal Year and prior to the date of such prepayment; provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual aggregate amount of cash used to prepay principal of Term Loans prepayments, repurchases or redemptions included in clauses (as opposed to the face amount thereofE), (F), (G) and (BH) less than or equal to 4.00:1.00, for the Borrowers purposes of this Section 2.14(d)(ii) shall not be required to make exceed the prepayments and/or reductions otherwise required by product of (x) the amount of all prepayments, repurchases or redemptions included in clauses (A) through (H) of this Section 2.14(e2.14(d)(ii), multiplied by (y) a fraction of which the numerator is the sum of the outstanding aggregate principal amount of (I) all Permitted Revolving Indebtedness plus (II) all Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent Indebtedness, any Permitted Incurred Acquisition Indebtedness or any Permitted Ratio Indebtedness that, in each case under this clause (II), that is secured by Liens on all or a portion of the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, and the denominator is the sum of the amounts in clauses (I) and (II) plus aggregate principal amount of all Borrowings, in each case at the time of any prepayment required under this Section 2.14(d).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182014, but, with respect to such Fiscal Year, only for the portion thereof commencing with the first full Fiscal Quarter commencing after the Closing Date), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (or, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.14(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings in an aggregate principal amount equal to (i) 50% of the Applicable ECF Percentage for such Fiscal Year multiplied by the Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during for such Fiscal Year (excluding repayments or such portion thereof), minus (in each case, only to the extent such prepayments are financed with Internally Generated Cash) (ii) the sum of (A) without duplication of any amount theretofore deducted from the mandatory prepayment required by Section 2.14(e) pursuant to clause (ii) thereof, the aggregate principal amount of the Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.13 during such Fiscal Year, plus (B) the aggregate principal amount of any prepayments of Permitted Revolving Loans or Swing Line Loans except Indebtedness during such Fiscal Year, but solely to the extent the Revolving Credit Commitments revolving commitments thereunder are permanently reduced in connection with such repayments) paid from Internally Generated Cash therewith (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited and solely to the actual extent of the amount of cash used to prepay principal of Term Loans (as opposed to the face amount such permanent reduction and excluding any reduction in connection with a refinancing thereof)); provided, ifplus (C) the aggregate principal amount of any prepayments, as repurchases or redemptions of the last day of the most recently ended Fiscal Yearany Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of in each case, constitutes Permitted Pari Passu Secured Indebtedness during such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182017), the Borrowers Borrower shall, within ten Business Days no later than one-hundred twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow Flow; provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.01(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be less than or equal to 3.50:1.00 and greater than 2.50:1.00, such percentage shall be reduced to 50% and if less than or equal to 2.50:1.00 and greater than 2.00:1.00, such percentage shall be reduced to 25% minus (ii) (A) voluntary prepayments repayments of the Term Loans made pursuant to Section 2.13 during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except after such Fiscal Year and prior to the extent time the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash prepayment required by this section is due as provided below (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kclause (c) thereof shall be limited to the actual amount of such cash used to prepay principal of Term Loans prepayment) (as opposed including, with respect to the face Fiscal Year ending December 31, 2017, voluntary prepayments of the term loans under the Existing Credit Agreement made in the amount thereofof $132,654,976.35) and (B) voluntary repayments of ABL Loans during such Fiscal Year or after such Fiscal Year and prior to the time the prepayment required by this section is due (provided that such reduction shall be limited to the extent the ABL Commitments are correspondingly and permanently reduced) (in each case, excluding from this clause (ii) all such prepayments funded with the proceeds of other Indebtedness (other than revolving Indebtedness, except to the extent that revolving Indebtedness is replacing or refinancing revolving Indebtedness)); provided. Notwithstanding the foregoing, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.002.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)a prepayment of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182025), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (i) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow Period then ended minus (ii) to the extent not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness), the aggregate amount equal to the sum of (A) any (x) voluntary prepayments prepayment of Term Loans, Incremental Term Loans secured on a pari passu basis with the Initial Term Loans, Refinancing Term Loans made during such Fiscal Year (excluding repayments of secured on a pari passu basis with the Initial Term Loans, Extended Term Loans secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans, Incremental Revolving Loans or Swing Line Extended Revolving Loans, in each case secured on a pari passu basis with the Initial Revolving Credit Commitments (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans, Incremental Revolving Loans except and/or Extended Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced relevant commitment), or Other Applicable Indebtedness, (y) Term Loans (in connection the case of Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, to the extent secured on a pari passu basis with such repaymentsthe Initial Term Loans) paid from Internally Generated Cash assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to y), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, and (z) Other Applicable Indebtedness repurchased (based on the actual amount of Term Loans (as opposed Cash paid in connection with any such repurchase and, in the case the repurchase of revolving Indebtedness, to the face amount thereofextent accompanied by a corresponding permanent reduction in the relevant commitment), and, in the case of clauses (x); provided, if(y) and (z), as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of extent such Fiscal Year) shall be (A) less than prepayment, assignment or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of purchase was made during such Consolidated Excess Cash Flow minus (2) voluntary repayments Period or, at the option of the Loans Borrower Representative (without duplication across such period), after year end and prior to the date when such Excess Cash Flow prepayment is due, plus (B) Consolidated Capital Expenditures and acquisitions of intellectual property made during such Fiscal Year Consolidated Excess Cash Flow Period or, at the option of the Borrower Representative (excluding repayments of Revolving Loans or Swing Line Loans except without duplication across such period), after year end and prior to the extent date when such Excess Cash Flow prepayment is due, plus (C) consideration paid with respect to Permitted Acquisitions or other Investments (other than Investments in Cash or Cash Equivalents and intercompany Investments in a Borrower or a Restricted Subsidiary of a Borrower) permitted by this Agreement (including earn-out payments or consisting of the Revolving Credit Commitments are permanently reduced deferred purchase price of property), Restricted Payments (other than Restricted Payments paid to a Borrower or any of its Restricted Subsidiaries), and, in connection with each case during such repaymentsConsolidated Excess Cash Flow Period or, at the option of the Borrower Representative (without duplication across such period), after year end and prior to the date when such Excess Cash Flow prepayment is due, plus (D) at the option of the Borrower Representative (without duplication of amounts reducing the ECF Prepayment Amount in prior periods), the aggregate consideration (the “Contract Consideration”) (x) required to be paid from Internally Generated Cash (provided that such reduction as a result of prepayments made by the Initial Borrower or its Restricted Subsidiaries pursuant to Section 10.6(k) shall be limited to the actual amount binding contracts or executed letters of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).intent or

Consolidated Excess Cash Flow. If In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments to the extent funded with Internally Generated Cash the aggregate principal amount of NAI-1537228099v3 any (w) Term Loans, Incremental Term Loans secured on a pari passu basis with the Initial Term Loans, Refinancing Term Loans made during such Fiscal Year (excluding repayments of secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans or Swing Line Incremental Revolving Loans except prepaid pursuant to Section 2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced relevant commitment) or Other Applicable Indebtedness,(x) Term Loans (in connection the case of Incremental Term Loans and Refinancing Term Loans, to the extent secured on a pari passu basis with such repaymentsthe Initial Term Loans) paid from Internally Generated Cash assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to x), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, (y) [reserved] and (z) [reserved], and, in the case of Term Loans clauses (as opposed w) and (x), to the face amount thereof)); providedextent such prepayment, ifassignment or purchase was made during such Excess Cash Flow Period or, as of the last day of the most recently ended Fiscal Yearwithout duplication across such period, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference after year end and prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date when such Excess Cash Flow prepayment is due (the Consolidated Total Net Leverage Ratio as difference of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00minus (B), the Borrowers “ECF Prepayment Amount”); provided that, a prepayment shall only be required to make for any Consolidated Excess Cash Flow Period only if the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of ECF Prepayment Amount for such Consolidated Excess Cash Flow minus Period is greater than $5,000,000 (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except and only to the extent of the Revolving Credit Commitments are permanently reduced amounts in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount excess thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).