Common use of Mandatory Clause in Contracts

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five Unless the Required Lenders otherwise agree, within ten (510) Business Days after financial statements have been (or, if later, are required to be) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause Borrower shall, subject to be offered to be prepaid in accordance with clause (b)(vi)b)(vii) of this Section 2.05, (ix) and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2022) minus (B) the sum of (1x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b)(i) is due (including the amount of any voluntary prepayments, repurchases or redemptions cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), (y) all voluntary prepayments of Revolving Credit Loans (or other revolving loans constituting Refinancing Equivalent Debt and Incremental Equivalent Debt that are secured on a pari passu basis with the Revolving Credit Loans) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due and (z) all voluntary prepayments of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due account for any arrangement fees payable pursuant to the CoBank Fee Letter, in each case to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments or such other revolving credit facility commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, and in the case of Term Loans each of the immediately preceding clauses (x), (y) prepaid and (z), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v)) or Section 10.07(h) or (m) or otherwise, only the actual purchase price paid in cash (and not the par amount) of the applicable Loans or (y) purchased other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to open-market purchasers in accordance with Section 10.07(mthis clause (B), the actual purchase price paid in cash ; minus (C) without duplication of amounts deducted pursuant to such purchaseclause (G) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is duebelow, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property made in cash during such period by the Borrower or its Restricted Subsidiaries to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of long term Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) revolving or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06intercompany Indebtedness), in each case, of the Borrower and its Restricted Subsidiaries; minus (D) without duplication of amounts deducted pursuant to clauses (E) and (G) below, the amount of Investments made pursuant to Sections 7.02(b), (f) (other than Investments in the Borrower or any of its Restricted Subsidiaries, to the extent made in reliance on clause (ii) thereof (or any modification, replacement, renewal, reinvestment or extension thereof in accordance with clause (iii) thereof), (i), (m), (n), (s) (other than to the extent funded with Investments pursuant to Section 7.02(n) to the extent the amount of such Investments under Section 7.02(n) were already deducted under this clause (vii)), (u) (other than Investments in Restricted Subsidiaries), (v) (other than Investments in Restricted Subsidiaries), (aa) (other than Investments in Restricted Subsidiaries) and (ff), and the amount of acquisitions made during such period to the extent that such Investments and acquisitions were not financed with internally generated cash or the proceeds of Revolving Credit Loans other long term Indebtedness (other than revolving or any other revolving credit loans, intercompany Indebtedness) of the Borrower or its Restricted Subsidiaries; minus (8) E) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(gSections 7.06(c), (h)(xf), (g), (h), (i) (to the extent of any cash expenditures), (l)(i) or j), (k), (l) (to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loansincluded in Consolidated Net Income), (9n), (o) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed included in a subsequent periodConsolidated Net Income), such amount shall be added back in calculating Excess Cash Flow for such subsequent period(p) (including expenditures for the payment of financing fees) to the extent that the making of such expenditures are not expensed during Restricted Payment pursuant to such period and were financed using internally generated cash or other clause of Section 7.06 is permitted to be applied against the proceeds prepayment under this Section 2.05(b)(i) on a dollar for dollar basis), (r), (s), (t), (u), (v) and, to the extent of any Revolving Credit Loans or any other revolving credit loanscash expenditures, (10x); minus (F) the aggregate amount of any premium, make-whole or penalty payments actually paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period orthat are made in connection with any payment of Indebtedness to the extent such amounts are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments of Indebtedness reduced Excess Cash Flow pursuant to clause (b)(iii) of the definition of Excess Cash Flow or reduced the mandatory prepayment required by this Section 2.05(b)(i) above; minus (G) without duplication of amounts deducted from Excess Cash Flow, at the option of the Parent Borrower, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period or otherwise budgeted to be paid in cash, in either case, relating to tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions and made during such period or after such period and prior to the date time the Excess Cash Flow prepayment payment pursuant to this Section 2.05(b)(i) is due (it being understood that to or projected by the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required Borrower to be consummated or made in connection with any prepayment during the period of Indebtednesseighteen (18) consecutive fiscal months of the Borrower following the end of such period; provided that, to the extent financed using internally generated the aggregate amount of cash actually utilized to finance such tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions during such period of eighteen (18) consecutive fiscal months is less than the proceeds of any Revolving Credit Loans Contract Consideration or any other revolving credit loansamount otherwise budgeted for, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to such shortfall shall be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior added to the date the calculation of Excess Cash Flow prepayment is due (it being understood that to at the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount end of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period orof eighteen (18) consecutive fiscal months; provided, at the option of the Parent Borrowerfurther, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) if to the extent the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than exceeds $50,000,0005,000,000 (and then only amounts in excess of such $5,000,000 shall be required to be paid). (ii) If (A) Subject to clauses (b)(ii)(B), (b)(iii) and (b)(vii) of this Section 2.05, if (x) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries Disposes outside of the ordinary course of business of any property or assets pursuant to Section 7.05(j), ) or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Cash Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% Applicable Asset Sale Prepayment Percentage of all Net Cash Proceeds realized or received; provided that if at the time that any such Net Proceeds received. (iii) [Reserved]. (iv) If prepayment would be required, the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepayrepay, redeem or repurchase or offer to prepayrepay, redeem or purchase repurchase any Additional First Lien Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing or evidencing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) the net proceeds of such Disposition or Casualty Event (iisuch Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers Borrower or applicable Restricted Subsidiary may apply such prepayments described in Section 2.05(b)(i) or (ii) Net Cash Proceeds on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Other Applicable Indebtedness at such time); provided, provided that the portion of Excess such Net Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien the Other Applicable Indebtedness shall not exceed the amount of Excess such Net Cash Flow or Net Proceeds required to be allocated to such Additional First Lien the Other Applicable Indebtedness pursuant to the terms thereof, and to the extent the required prepayment remaining amount, if any, of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount Net Cash Proceeds shall be allocated to the prepayment of Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, if that to the holder extent the holders of any Additional First Lien Other Applicable Indebtedness declines decline to have such prepaymentindebtedness repurchased, redemption redeemed or purchase of such Additional First Lien Indebtedness owed to itprepaid, then the declined amount shall promptly (be retained by the Borrower and/or its applicable Restricted Subsidiaries and in any event within ten (10) Business Days after the date of such rejection) may be applied to prepay the Term Loans in accordance with, and any purpose not prohibited pursuant to the extent required by, the terms hereof. (vii) The Parent Borrower ; provided, further, that no prepayment shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans be required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b2.05(b)(ii)(A) at least four (4) Business Days prior with respect to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment Net Cash Proceeds that the Borrower reinvests or intends to come from more than one Borrower so long as, reinvest in the aggregate, all such separate amounts together equal the full amount of such accordance with Section 2.05(b)(ii)(B) except as expressly required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymenttherein. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (1) all voluntary prepayments, repurchases or redemptions prepayments of Revolving Credit Term Loans made during such fiscal year pursuant to Section 2.05(a)(vi), in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (x3) financed with internally generated cash or the proceeds all voluntary prepayments of any Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans or any other revolving credit loans and (y) the Incremental Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loansCommitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (34) the amount equal to all voluntary prepayments, repurchases or redemptions payments in cash actually paid by the Borrower in connection with the buyback of Additional First Lien Indebtedness made Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period)due, in the case of each of the immediately preceding clauses (1) through (12), without duplication of (2), (3) and (4), to the extent such prepayments are funded with Internally Generated Cash; provided that, to the extent any deduction from is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow in any prior periodprepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year; provided further that prepayments the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid or otherwise realized or accounted for after the end of the applicable fiscal year but prior to the making of the Excess Cash Flow payment required for such fiscal year. Prepayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) for any fiscal year if the ECF Payment Amount amount of the Excess Cash Flow for the relevant such fiscal year equals an amount that is greater than $50,000,00015,000,000; provided, further, that, for the avoidance of doubt, only amounts in excess of such $15,000,000 shall be prepaid pursuant to this Section 2.05(b)(i). (ii) If (x1) the Parent Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets pursuant (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (except as set forth in the proviso thereof or to Section 7.05(jthe extent such property is subject to a Mortgage), (n), (p), (q), (r) and (s)), or (y2) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or a Restricted Subsidiary of Net Proceeds, subject to Section 2.05(b)(vi), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds; provided, further, that if at the time that any such prepayment would be required, the Borrower is required to offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations, or any Permitted Refinancing of any such Indebtedness, in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds receivedon a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness A) not prohibited under permitted to be incurred or issued pursuant to Section 7.03 or (excluding Section 7.03(t))B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) three Business Days after the receipt by the Parent Borrower Holdings or such Restricted Subsidiary of such Net Proceeds. (viv) If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers Borrower shall promptly prepay prepay, or cause to be promptly prepaid prepaid, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viv) Except Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable material constituent documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has reasonably determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences for itself or any of its Subsidiaries, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Foreign Subsidiary Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.05, the Borrower apply an amount equal to such Foreign Subsidiary Excess Cash Flow to such prepayments as if such Foreign Subsidiary Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Foreign Subsidiary Excess Cash Flow had been repatriated (or, if less, the Foreign Subsidiary Excess Cash Flow that would be calculated if received by such Foreign Subsidiary); provided, further, that in the case of each of clauses (i) and (ii), such nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of the Borrower and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(v)); provided, further, that (A) for purposes of this Section 2.05, Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations) and (B) the Borrower and its Restricted Subsidiaries shall be entitled to reduce Excess Cash Flow owed pursuant to Section 2.05(b)(i) in respect of any Excess Cash Flow Period by the aggregate amount of Excess Cash Flow attributable to Foreign Subsidiaries subject to the limitations and restrictions described above in this Section 2.05(b)(v) for such Excess Cash Flow Period. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the Net Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation even if the Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net Proceeds will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Proceeds is permissible under the applicable local law or applicable material constituent documents, even if such cash is not actually repatriated at such time, an amount equal to the amount of the Net Proceeds will be promptly (and in any event not later than five Business Days) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the Borrower has determined in connection good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Casualty Event would have material adverse tax cost consequences with respect to such Net Proceeds, an amount equal to such Net Proceeds that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.05, the Borrower apply an amount equal to such Net Proceeds to such prepayments as if such Net Proceeds had been received by the Borrower rather than such Foreign Subsidiary (or the applicable recipient), less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds had been repatriated (or, if less, the Net Proceeds that would be calculated if received by such Foreign Subsidiary (or the applicable recipient)); provided, further, that in the case of each of clauses (i) and (ii), nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of the Borrower and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(vi)). For the avoidance of doubt, nothing in this Section 2.05 shall require the Borrower to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder). (vii) Except as otherwise provided in any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request Amendment or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms)or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to any each Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisiona

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) Within 15 months after the Applicable ECF Percentage receipt of Excess Cash Flowany Net Proceeds of any Asset Sale, if anysuch Covenant Party or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, for the fiscal year covered by such financial statements minus (B) the sum of at its option: (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end to permanently reduce (a) Obligations under Senior Secured Obligations and prior to when such Excess Cash Flow prepayment is due to the extent correspondingly reduce commitments with respect thereto (provided that (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds terms of any Revolving the Credit Loans Agreement (or any other syndicated credit facility that has substantially refinanced the term facility and/or the revolving credit loans, (10facility under the Credit Agreement constituting Senior Secured Obligations) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided require that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans Senior Credit Facilities Obligations are repaid with the Net Proceeds of Credit Agreement Refinancing Indebtedness Asset Sales prior to repayment of the Loans, the Covenant Parties and the Restricted Subsidiaries shall be applied solely entitled to each applicable Class of Refinanced Debtrepay such Senior Credit Facilities Obligations prior to repaying the Loan Obligations and (y) subject to the foregoing clause (x)); , if the Covenant Parties or the Restricted Subsidiaries shall so reduce Senior Secured Obligations, the Borrower will equally and ratably reduce the Loan Obligations in any manner set forth in clause (Bc) below; (b) Indebtedness constituting Senior Indebtedness other than Senior Secured Obligations so long as the Asset Sale proceeds are with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses non-Collateral (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time provided that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepaymentCovenant Parties or the Restricted Subsidiaries shall so reduce Senior Indebtedness, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (Borrower will equally and ratably reduce the Loan Obligations in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans manner set forth in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (iic) or (iv) of this Section 2.05(bbelow), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision;

Mandatory. (i) Within five (5) ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from (x) any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or (y) the issuance of any Disqualified Equity Interests, in each case, after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Third Amendment and Restatement Effective Date or (B) with respect to any Casualty Event occurring after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 6.01(a5.01(a) (commencing with the fiscal year Fiscal Year ending March December 31, 20182014) and the related Compliance Certificate compliance certificate has been delivered pursuant to Section 6.02(a5.01(c), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year Fiscal Year covered by such financial statements minus (B) the sum aggregate principal amount of (1) all voluntary prepayments, repurchases or redemptions prepayments of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit ABL Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loansthe ABL Loans, only to the extent that revolving credit commitments are permanently reduced accompanied by the amount of such payments) a corresponding permanent reduction to the extent financed with internally generated cash or “Commitments” as defined in the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4ABL Facility) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that in each case to the extent such Capital Expenditures or acquisitions prepayments are not actually made as committed in a subsequent periodfunded with proceeds of Indebtedness, such amount shall be added back applied as a mandatory repayment in calculating Excess Cash Flow for such subsequent periodaccordance with the requirements of Section 2.08(b)(iv). (iv) Subject to Section 2.08(b)(v), each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the extent financed with internally generated cash or the proceeds Loans. Each prepayment of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount tranche of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.072.08(b) shall be applied to such tranche first, to accrued interest and (C) any mandatory fees due on the amount of the prepayment of Term Loans such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.05(b)(ii) to the extent required due to 2.07 on a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share. Notwithstanding the foregoing, with respect to the Net Cash Proceeds of an event described in Section 2.08(b) (ii), the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Lien securing the Secured Obligations to the extent that any Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness requires the issuer or borrower thereof to prepay or make an offer to purchase such Investments and acquisitions were financed Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to event described Section 7.06(g2.08(b)(ii), in each case in amount not to exceed the product of (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11x) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Net Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash Proceeds multiplied by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceedsa fraction, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date numerator of which is ten (10) Business Days after the date outstanding principal amount of Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Secured Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the realization or receipt by the Parent Borrower or any Restricted Subsidiary outstanding principal amount of such Net Proceeds, an aggregate Permitted Pari Passu Notes or Junior Lien Indebtedness and/or Permitted Pari Passu Term Loan Indebtedness and the outstanding principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net ProceedsLoans. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses clause (ii)(y), (ii) through or (iviii) of this this Section 2.05(b2.08(b) at least four three (43) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. . Each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (viiisuch declined amounts, the “Declined Proceeds”) All prepayments under of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this Section 2.05 2.08(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be made together withrejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, in any such failure will be deemed an acceptance of the case total amount of such mandatory repayment of Term Loans. Subject to any requirements of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period thereforIndebtedness, any amounts owing Declined Proceeds remaining after offering such Declined Proceeds to Lenders in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of accordance with the other provisionterms hereof may be retained by the Borrower.

Mandatory. (i) Within five Prior to the Debt Assumption Date, the Borrower shall be under no obligation to prepay the Loans, except as provided in Section 2.05(c). (5ii) Business Days On or after financial statements have been delivered the Debt Assumption Date, upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of: (A) any Takeout Debt issued or incurred pursuant to Section 6.01(aa Bridge Takeout Notice; or (B) (commencing with the fiscal year ending March 31any equity or equity-linked securities in any direct or indirect public offering or private placement, 2018) and the related Compliance Certificate has been delivered but excluding issuance pursuant to Section 6.02(a)employee stock plans, in each case, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of Term the Loans in an amount equal to (100% of the “ECF Payment Amount”) (A) gross cash proceeds received by the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans Borrower or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the its Restricted Subsidiaries made (from any such Takeout Debt or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition equity or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of longequity-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06linked securities less, in each case, to the extent that such Investments all reasonable and acquisitions were financed with internally generated cash customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed reasonably anticipated to be paid) during such period orincurred within 90 days thereof in connection therewith, at within one Business Day following receipt thereof by the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) Borrower or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, Subsidiary (9) the aggregate amount of expenditures made (or committed such prepayments to be madeapplied as set forth in Section 2.05(b)(iv) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(iibelow)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (iiiii) If (x) On or after the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net ProceedsDebt Assumption Date, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, prepay an aggregate principal amount of Term the Loans in an amount equal to the 100% of all the amount of Excess Proceeds on the date (the “Excess Proceeds Prepayment Trigger Date”) that the amount of Excess Proceeds exceeds the Excess Proceeds Threshold, within one Business Day following the Excess Proceeds Prepayment Trigger Date (such Net Proceeds received. (iiiprepayments to be applied as set forth in Section 2.05(b)(iv) [Reserved]below). (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied first to the Loans of each Lender pro rata in accordance with their Applicable Percentages, and second, any Class excess after the application of Term Loans then outstanding as directed such proceeds in accordance with clause first may be retained by the Parent Borrower (on behalf Borrower. Notwithstanding the foregoing, any proceeds from the sale or other placement of the applicable Borrowers) (provided that such prepayments may not be directed to Takeout Debt or Takeout Equity funded or purchased by a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans Lender or Extended Term Loans may specify that one or more other Classes of later maturing Term its Affiliates will be applied first to the Loans may of such Lender and second, any excess after the application of such proceeds in accordance with clause first of this sentence will be prepaid prior to such Class of earlier maturing Term Loans and (II) any applied in accordance with the immediately preceding sentence. Any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment a Loan pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed accompanied by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined all accrued interest on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); providedprepaid, that the portion of Excess Cash Flow or Net Proceeds otherwise together with any additional amounts required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with If the fiscal year ending March 31outstanding Swingline Loans, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures L/C Obligations at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid the Swingline Loans, Revolving Credit Loans and Swing Line Loans and/or Loans, and, if necessary, Cash Collateralize the L/C Obligations in an by the amount necessary to reduce the sum of the aggregate principal amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the of Swingline Loans, Revolving Loans, and L/C Obligations pursuant then outstanding to this Section 2.05(b)(v) unless after an amount which does not exceed the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viii) Except If at any time the sum of the unpaid principal balance of the Term Loans, the Incremental Term Loans (if any), the Revolving Loans, Swingline Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Swingline Loans and Revolving Loans until paid in full, then to the Term A Loan, Term B Loan, Term C Loan and the Incremental Term Loans (if any) on a combined ratable basis with respect to all such Loans incurred until such Loans are paid in connection full, with any Refinancing Amendmentremaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) Unless the Borrower otherwise directs, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment prepayments of Term Loans pursuant to under this Section 2.05(b1.8(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any Class balance applied to Borrowings of Term Eurodollar Loans then outstanding as directed by in the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any order in which their Interest Periods expire. Each prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of under this Section 2.05(b1.8(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed made by the Parent Borrower (on behalf payment of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together withprepaid and, in the case of any such Eurodollar Loans or Swingline Loans, accrued interest thereon to the date of prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, together with any amounts owing due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in respect of such Eurocurrency Rate Loan pursuant to accordance with Section 3.05. Notwithstanding any of the other provision9.4 hereof.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xib)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is made (including, in the case of Term Loans prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction”, (2) all voluntary prepayments, repurchases or redemptions of loans under the ABL Facility during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) commitments under the Revolving Credit Commitments ABL Facility are permanently reduced by the amount of such payments, payments and (23) all voluntary prepayments, repurchases or redemptions of Term Loans Senior Notes and any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (including, in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured on a pari passu basis with the Initial Term Loans, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansABL Facility), (5) cash payments by the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the and its respective Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the its respective Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansABL Facility, (76) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the its respective Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment Section 7.02 (other than clauses Section 7.02(a), (b) c), or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each casex)), to the extent that such Investments and acquisitions were financed with internally generated cash or borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loans, ABL Facility and (8) 7) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), 7.06(i) (h)(x), clauses (i), (l)(iii) or (kiii) only) or Section 7.06(g), to the extent such Restricted Payments were financed with internally generated cash or borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period)ABL Facility, in the case of each of the immediately preceding clauses (1) through (127), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments repayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount amount of Excess Cash Flow for the relevant such fiscal year equals an amount that is greater than the greater of $50,000,000100,000,000 and 10% of Consolidated EBITDA (and only such excess amount shall be applied to the payment thereof). (ii) If (x) the Parent Borrower Holdings or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets pursuant to Section 7.05(jSections 7.05 (j) or (m), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower Holdings or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xib)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower Holdings or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the 100% Applicable Asset Sale Percentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided that no such prepayment shall be required if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Senior Secured Notes or other Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing the Senior Secured Notes or such other Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness together with the Senior Secured Notes required to be offered to be so repurchased, “Other Applicable Indebtedness”), in which case the Borrower may apply the Applicable Proceeds (on a pro rata basis determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Applicable Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited permitted under Section 7.03 (excluding Section 7.03(t)), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses clause (b)(vi) and (b)(ixb)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower Holdings or such Restricted Subsidiary of such Net Proceeds. (iv) [Reserved]. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect[Reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any each Class of Term Loans (as determined by the Borrower among such Classes) then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (IIi) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to the applicable each Class of Term Loans, each prepayment pursuant to clauses (i) through (iviii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowerswithout premium or penalty) (and and, absent such direction, shall be applied in direct order of maturity)maturity to repayments thereof; and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iviii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viii) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms)Amendment, (A) each prepayment of Incremental Term Loans pursuant to this Section 2.05(b) shall be applied ratably to any each Class of Incremental Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Incremental Term Loans may be prepaid prior to such Class of earlier maturing Incremental Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)Loans); (B) with respect to the applicable each Class of Incremental Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) belowIf, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceedsdate, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Protective Advances, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans Loans, such aggregate Outstanding Amount Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect. (viii) Except with respect If, on any date, the aggregate Revolving Credit Exposures exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its termsSection 2.01(c)), (A) each prepayment of Term the Borrowers shall promptly prepay first, Protective Advances and second, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) shall be applied unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans, such aggregate Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect. (iii) At all times following the establishment of the Cash Management Systems pursuant to any Class Section 6.15 and after the occurrence and during the continuation of Term Loans then outstanding as directed a Cash Dominion Event and notification thereof by the Administrative Agent to the Parent Borrower (on behalf subject to the provisions of the applicable Borrowers) Security Agreement and the Intercreditor Agreement), on each Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all immediately available funds credited to the Concentration Account, first to pay any fees or expense reimbursements then due to the Administrative Agent, the L/C Issuer and the Lenders (provided that such prepayments may not be directed other than in connection with Secured Cash Management Obligations), pro rata, second to a later maturing Class of Term Loans without at least a pro rata repayment pay interest due and payable in respect of any earlier maturing Classes of Term Loans (except including Swing Line Loans and Protective Advances) that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loansoutstanding, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such directionpro rata, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied third to prepay the Term principal of any Protective Advances that may be outstanding, pro rata, fourth to prepay the principal of the Revolving Credit Loans in accordance with, and Swing Line Loans and to the extent required byCash Collateralize L/C Obligations, the terms hereofpro rata and fifth to pay any fees or expense reimbursements then due to any Cash Management Bank. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been If at any time the Outstanding Amount exceeds the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.01(a6.02(e), within 10 Business Days after delivery of such Borrowing Base Certificate, the Borrower shall either (x) (commencing with the fiscal year ending March 31make additional Intercompany Secured Loans to Subsidiary Guarantors, 2018) and the related Compliance Certificate has been delivered pursuant Subsidiary Guarantors shall pledge additional Loan Receivables to Section 6.02(a)the Borrower as collateral, the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal sufficient to (increase the “ECF Payment Amount”) (A) Borrowing Base to an amount not less than the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash Outstanding Amount or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit permanently repay outstanding Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case any Series of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced Loans as directed by the amount of such paymentsBorrower) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the Borrowers shall not be principal repaid together with any additional amounts required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v3.05. (i) unless after Promptly following (A) the prepayment in full repayment of any Intercompany Secured Loan, if as a result of such repayment the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.02(e) or (B) any time at which the Outstanding Amount exceeds the then outstanding aggregate Revolving Credit Commitments then amount of Intercompany Secured Loans plus Unrestricted Cash held by the Borrower (in effect. an amount not to exceed $500,000,000) then, within 10 Business Days after such repayment the Borrower shall either (vix) Except make additional Intercompany Secured Loans to Subsidiary Guarantors with respect the proceeds of such repayment, and the Subsidiary Guarantors shall pledge additional Loan Receivables to Loans incurred the Borrower as collateral, in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a an amount sufficient to increase the Borrowing Base to an amount not less than pro rata basis the Outstanding Amount; or (y) to the extent such proceeds are not utilized in accordance with its termsthe foregoing clause (x), permanently repay outstanding Loans (A) each prepayment in any Series of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable BorrowersBorrower) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior in an aggregate amount equal to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepaymentexcess. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on a date other than the last day of an Interest Period therefor, principal repaid together with any additional amounts owing in respect of such Eurocurrency Rate Loan required pursuant to Section 3.05. Notwithstanding any the foregoing, (x) each prepayment of Initial Loans pursuant to this Section 2.03(b)(ii) that is made on or prior to the first anniversary of the other provisionClosing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Lenders equal to 2.00% of the principal amount of the Initial Loans so prepaid and (y) each prepayment of Initial Loans pursuant to this Section 2.03(b)(ii) that is made on or prior to the second anniversary of the Closing Date but following the first anniversary of the Closing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Lenders equal to 1.00% of the principal amount of the Initial Loans so prepaid.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (Following the end of each fiscal year of the Holdings, commencing with the fiscal year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)2022, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term prepay Loans in an aggregate amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, fiscal year less (B) the aggregate principal amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any Loans and other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed Indebtedness permitted to be made) during such period or, at incurred hereunder that ranks pari passu with the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due Loans (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06except, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans long-term Indebtedness (other than revolving Indebtedness)) during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) (each, an “Excess Cash Flow Prepayment”) is required less (C) (x) the aggregate amount of cash actually paid by Holdings and its Restricted Subsidiaries during such fiscal year on account of capital expenditures, Permitted Acquisitions or other Permitted Investments (other than any amounts that were committed during a prior fiscal year to the extent such amounts reduced the Excess Cash Flow Prepayment in such prior fiscal year per clause (y) hereof (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving credit loansIndebtedness)), and (8) y) without duplication of amounts deducted from the Excess Cash Flow Prepayment in respect of a prior period, at the option of the Borrower, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the Excess Cash Flow Prepayment is required relating to capital expenditures, Permitted Acquisitions or other Permitted Investments, in each case, to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized in cash to finance such capital expenditure, Permitted Acquisition or other Permitted Investment during such subsequent period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters, less (D) permitted Restricted Payments paid in cash (or committed to be paid) otherwise declared by Holdings during such period fiscal year or, at the option of the Parent Borrower, paid after such period and prior to the date on which the Excess Cash Flow prepayment Prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such required and permitted Restricted Payments were financed with internally generated paid in cash or the proceeds of Revolving Credit Loans otherwise declared by any Restricted Subsidiary to any person other than Holdings or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period fiscal year or, at the option of the Parent Borrower, made after such period and prior to the date on which the Excess Cash Flow prepayment Prepayment is due (it being understood that required, in each case in accordance with Section 7.06; provided that, with respect to any reduction for any declared Restricted Payments, to the extent the aggregate amount actually utilized in cash in connection with any such expenditures are not actually made as committed in a Restricted Payment during the subsequent periodperiod of four consecutive fiscal quarters is less than the declared amount, the amount of such amount shortfall shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds calculation of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to Prepayment at the extent end of such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating period of four consecutive fiscal quarters. Each Excess Cash Flow for such subsequent periodPrepayment shall be applied as set forth in clause (v) below and shall be made no later than the date that is five Business Days after the date on which financial statements are required to be made in connection delivered pursuant to Section 6.01(a) with any prepayment of Indebtedness, respect to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including fiscal year for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the which Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000calculated. (ii) If (x) the Parent Borrower Holdings or any of its Restricted Subsidiary Subsidiaries Disposes (including as a result of any casualty or condemnation) of any property or assets pursuant to Section 7.05(j(other than (A) any Disposition of any property permitted by any of Sections 7.05(a)-(i), or (yB) any Casualty Event occursSpecified Disposition and (C) so long as the ABL Credit Agreement is in effect, any Disposition of ABL Priority Collateral, the proceeds of which are used to prepay the ABL Facility or cash collateralize undrawn letters of credit thereunder) which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary such Person of Net Cash Proceeds, the Parent Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five Business Days of receipt thereof by such Person (such prepayments to be offered applied as set forth in clause (v) below); provided that with respect to an aggregate amount of such Net Cash Proceeds not to exceed $10,000,000 received by Holdings and its Restricted Subsidiaries in any fiscal year under Dispositions described in this Section 2.03(b)(ii), such Net Cash Proceeds shall not be required to be prepaid so applied or used to make mandatory prepayments of Loans and any required prepayment in accordance respect of such Disposition shall be only the amount in excess thereof; provided further that with clause (b)(virespect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrower (ix) and (xi) below, as notified by the Borrower to the Administrative Agent on or prior to the date which is ten of such Disposition), and so long as no Default shall have occurred and be continuing, Holdings or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (10A) Business Days within 360 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 360-day period, then such reinvestment shall have been consummated within 180 days after the date of the realization or receipt entering into of such definitive agreement (in each case, as certified by the Parent Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied within five Business Days to the prepayment of the Loans as set forth in this Section 2.03(b)(ii). (iii) Upon the incurrence or issuance by Holdings or any of its Restricted Subsidiary Subsidiaries of such Net Proceedsany Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than any Refinancing Term Loans or Refinancing Notes)), the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the immediately upon receipt thereof by the Parent Borrower Holdings or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iv) Subject to clause (vi) below, each prepayment of such Net ProceedsLoans pursuant to any of the foregoing Sections 2.03(b)(i) through (iii) shall be applied, to the Facility and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the Facility and, thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) of the Facility on a pro rata basis. (v) If for any reason Notwithstanding anything to the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then contrary contained in effect Section 2.03(b)(i) through (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect theretoiii), to the Borrowers extent attributable to a Disposition by a Restricted Subsidiary that is a Foreign Subsidiary, or arising from Excess Cash Flow attributable to a Foreign Subsidiary, and in any such case a Restricted Payment or other distribution to the Borrower or Holdings is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under Section 2.03(b)(i) through (iii) shall promptly prepay be made if either of Holdings or cause any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which Holdings, in its reasonable judgment, deems to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effectmaterial. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf Prepayments of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loansand, if applicable, Refinancing Term Loans or Extended with the proceeds of Refinancing Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness Notes shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder made in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof2.14. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (1) all voluntary prepayments, repurchases or redemptions prepayments of Revolving Credit Term Loans made during such fiscal year pursuant to Section 2.05(a)(vi), in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (x3) financed with internally generated cash or the proceeds all voluntary prepayments of any Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans or any other revolving credit loans and (y) the Incremental Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loansCommitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (34) the amount equal to all voluntary prepayments, repurchases or redemptions payments in cash actually paid by the Borrower in connection with the buyback of Additional First Lien Indebtedness made Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (due, in the case of any revolving credit loanseach of the immediately preceding clauses (1), (2), (3) and (4), to the extent that revolving credit commitments such prepayments are permanently reduced by the amount of such payments) funded with Internally Generated Cash; provided that, to the extent financed with internally generated cash or any deduction is made pursuant to the proceeds of any Revolving Credit Loans or any other revolving credit loansforegoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year, (5) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash Internally Generated Cash or Borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunderFacility), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to , such amount shall be paid) added back in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each casecalculating Excess Cash Flow for such subsequent period, to the extent that such Investments and acquisitions were financed with internally generated cash Internally Generated Cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility), (8) 7) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash Internally Generated Cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) 8) the aggregate amount of any premium, make-whole or penalty payments actually paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, in each case to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, with Internally Generated Cash and (119) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)penalties and interest or tax reserves) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and ; provided further that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (12B) above that is paid or otherwise realized or accounted for after the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option end of the Parent Borrower, paid after such period and applicable fiscal year but prior to the date making of the Excess Cash Flow prepayment is due (it being understood that payment required for such fiscal year. Prepayments pursuant to this Section 2.05(b)(i) shall only be required for any fiscal year if the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating of the Excess Cash Flow for such subsequent periodfiscal year is greater than an amount equal to the greater of $55,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09); provided, further, that, for the avoidance of doubt, only amounts in excess of such $55,000,000 and 5.0% of Consolidated EBITDA for the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments most recently completed Test Period for which financial statements have been delivered shall only be required under prepaid pursuant to this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000). (ii) If (x1) the Parent Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets pursuant (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (except as set forth in the proviso thereof or to Section 7.05(jthe extent such property is subject to a Mortgage), (n), (p), (q), (r) and (s)), or (y2) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or a Restricted Subsidiary of Net Proceeds, subject to Section 2.05(b)(vi), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% Applicable Asset Sale Percentage of all such Net Proceeds; provided, further, that if at the time that any such prepayment would be required, the Borrower is required to offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations, or any Permitted Refinancing of any such Indebtedness, in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(v)(i) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds receivedon a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness A) not prohibited under permitted to be incurred or issued pursuant to Section 7.03 or (excluding Section 7.03(t))B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) three Business Days after the receipt by the Parent Borrower Holdings or such Restricted Subsidiary of such Net Proceeds. (viv) If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers Borrower shall promptly prepay prepay, or cause to be promptly prepaid prepaid, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viv) Except with respect Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans incurred at the times provided in connection with this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrower hereby agrees to use all commercially reasonable efforts to overcome or eliminate any Refinancing Amendmentsuch restrictions on repatriation, Term Loan Extension Requesteven if the Borrower does not intend to actually repatriate such cash, Revolver Extension Request or any Incremental Amendment (which may so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be prepaid on a less than pro rata basis in accordance with its termssubject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable material constituent documents (Aeven if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than five Business Days after such repatriation) each prepayment applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuant to this Section 2.05(b2.05 and (ii) shall to the extent that the Borrower has reasonably determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences for itself or any of its Subsidiaries, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Foreign Subsidiary Excess Cash Flow so retained would otherwise have been required to be applied to any Class of Term Loans then outstanding prepayments pursuant to this Section 2.05, the Borrower apply an amount equal to such Foreign Subsidiary Excess Cash Flow to such prepayments as directed if such Foreign Subsidiary Excess Cash Flow had been received by the Parent Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Foreign Subsidiary Excess Cash Flow had been repatriated (on behalf of or, if less, the applicable Borrowers) (provided Foreign Subsidiary Excess Cash Flow that would be calculated if received by such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)Foreign Subsidiary); (B) with respect to provided, further, that in the applicable Class case of Term Loans, each prepayment pursuant to of clauses (i) through and (ivii), such nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of the Borrower and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(v)); provided, further, that (A) for purposes of this Section 2.05(b) 2.05, Excess Cash Flow shall be applied deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the scheduled installments Consolidated EBITDA of principal thereof following such Foreign Subsidiary for such period, divided by (ii) the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf Consolidated EBITDA of the applicable BorrowersBorrower and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations) (and absent such direction, in direct order of maturity); and (CB) each such prepayment the Borrower and its Restricted Subsidiaries shall be paid entitled to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment reduce Excess Cash Flow owed pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase in respect of any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed Period by the aggregate amount of Excess Cash Flow attributable to Foreign Subsidiaries subject to the limitations and restrictions described above in this Section 2.05(b)(v) for such Excess Cash Flow Period. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the Net Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be allocated applied to such Additional First Lien Indebtedness pursuant repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the terms thereof, and United States (the Borrower hereby agrees to the extent the required prepayment of use all commercially reasonable efforts to overcome or eliminate any such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, restrictions on repatriation even if the holder of any Additional First Lien Indebtedness declines Borrower does not intend to actually repatriate such prepaymentcash, redemption or purchase of such Additional First Lien Indebtedness owed so that an amount equal to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent Net Proceeds will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments otherwise be subject to repayment under this Section 2.05 shall be made together with2.05), in and if within one year following the case date on which the respective prepayment would otherwise have been required such repatriation of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of affected Net Proceeds is permissible under the other provisionapp

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix‎(b)‎(vi) and (xi‎(ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (BA) the sum of (1) all voluntary prepayments, repurchases or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to ‎(x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (21) all voluntary prepayments, repurchases or redemptions of Term Loans any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (including, in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured on a pari passu basis with the Initial Term Loans, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (41) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or Borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansFacility), (51) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section ‎Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section ‎Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), thereunder to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash), (61) cash payments by the Parent Borrower and the its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the its Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (71) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment ‎Section 7.02 (other than clauses (b‎Section 7.02(a), ‎(c) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case‎(x)), to the extent that such Investments and acquisitions were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (8) 1) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section ‎Section 7.06(i) (clauses ‎(i), ‎(ii) or ‎(iii) only) or ‎Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (91) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were period, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (101) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, and (111) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1‎(1) through (1211), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) for any fiscal year if the amount of ECF Payment Prepayment Amount for the relevant such fiscal year equals an amount that is greater than $50,000,00025,000,000; provided, further, that, for the avoidance of doubt, only amounts in excess of such $25,000,000 shall be prepaid pursuant to this Section 2.05(b)(i). (ii) If (x) the Parent Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets pursuant to Section 7.05(j(other than any Disposition of any property or assets permitted by S▇▇▇▇▇▇▇ ▇.▇▇(▇), or ‎(y) any Casualty Event occurs▇), which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds‎(▇), the Parent Borrower shall cause to be offered to be prepaid in accordance with clause ‎(b)(vi▇), ‎(▇), ‎(▇), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)▇), the Borrowers shall cause to be offered to be prepaid in accordance with clauses ‎(b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms▇), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower ▇),‎ (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii▇), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or ‎(ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time▇); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within Commencing with the fiscal year ended December 31, 2022, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the applicable Compliance Certificate for such fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”), the Borrowers shall shall, subject to clause (b)(vii) of this Section 2.05, cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepaymentsprepayments or repurchases in cash of (x) Term Loans or Incremental Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described in clause (2)), repurchases or redemptions (y) any refinancing, replacement or extension of Revolving Credit Loans made any of the foregoing (in each case, including any debt buyback conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or pursuant to this clause (B) in the prior year) or after such fiscal year-end and prior to the ECF Payment Date (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) or Section 10.07(l), and in the case of repurchases of Indebtedness made at a discount to par, to the discounted amount actually paid in cash in respect of the principal amount of Term Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), (2) all voluntary prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans constituting First Lien Obligations during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to when such Excess Cash Flow prepayment is due the ECF Payment Date, to the extent (x) financed with internally generated cash or the proceeds of any ABL Revolving Credit Loans or any other revolving credit loans and (y) Commitments, the Revolving Credit Commitments or revolving commitments in respect of such other revolving loans, as the case may be, are permanently reduced by the amount of such payments, (23) all voluntary prepaymentsthe amount of Investments (other than Investments in the Borrowers or any of its Restricted Subsidiaries) made in cash during such period, repurchases or redemptions of Term Loans (and including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v)each case, the actual purchase price paid in cash payment of any related earnout or (y) purchased pursuant similar payment related to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to any such purchase) made Investment during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to when the ECF Payment Date and (4) the amount of Restricted Payments (other than Restricted Payments made in reliance on Section 7.06(a) and 7.06(b)(xviii)) paid in cash during such Excess Cash Flow prepayment period to any Person that is duenot the Parent Borrower or a Restricted Subsidiary (including, to in each case, the extent financed with internally generated cash or the proceeds payment of any Revolving Credit Loans related earnout or similar payment related to any other revolving credit loans, (3such Restricted Investment) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period)ECF Payment Date and, in the case of each of the immediately preceding clauses (1B)(1) through (12B)(4), without duplication except to the extent such payments are funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of a Borrower or any deduction from Excess Cash Flow in any prior periodof its Restricted Subsidiaries; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b2.05(b)(i) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment in respect of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may fiscal year shall only be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, required in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to (if any) by which aggregate amount that would otherwise be allocated to due for such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereoffiscal year exceeds $15,000,000; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and that to the extent required by, the terms hereof. sum of the amounts specified in clause (viiB) The Parent Borrower shall notify exceed the Administrative Agent in writing of any mandatory prepayment of Term Loans prepayments required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(bA), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing excess shall carry over and be deducted from required payments in respect of subsequent years until such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisiontime as no excess remains.

Mandatory. (i) Within Commencing with the fiscal year ended December 31, 2020, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the applicable Compliance Certificate for such fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”), the Borrowers shall shall, subject to clause (b)(vii) of this Section 2.05, cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepaymentsprepayments or repurchases in cash of (x) Term Loans or Incremental Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described in clause (2)), repurchases or redemptions (y) any refinancing, replacement or extension of Revolving Credit Loans made any of the foregoing (in each case, including any debt buyback conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or pursuant to this clause (B) in the prior year) or after such fiscal year-end and prior to the ECF Payment Date (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v), Section 10.07(k) or Section 10.07(l), and in the case of repurchases of Indebtedness made at a discount to par, to the discounted amount actually paid in cash in respect of the principal amount of Term Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), (2) all voluntary prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans constituting First Lien Obligations during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to when such Excess Cash Flow prepayment is due the ECF Payment Date, to the extent (x) financed with internally generated cash or the proceeds of any ABL Revolving Credit Loans or any other revolving credit loans and (y) Commitments, the Revolving Credit Commitments or revolving commitments in respect of such other revolving loans, as the case may be, are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) prepayments in cash or accrued during such period, or, at the option of the Parent Borrowerany ABL Revolving Loans made on the Closing Date to account for any OID or upfront fees, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period)and, in the case of each of the immediately preceding clauses (1B)(1) through (12B)(3), without duplication except to the extent such payments are funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of a Borrower or any deduction from Excess Cash Flow in any prior periodof its Restricted Subsidiaries; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b2.05(b)(i) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment in respect of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may fiscal year shall only be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, required in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to (if any) by which aggregate amount that would otherwise be allocated to due for such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereoffiscal year exceeds $15,000,000; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and that to the extent required by, the terms hereof. sum of the amounts specified in clause (viiB) The Parent Borrower shall notify exceed the Administrative Agent in writing of any mandatory prepayment of Term Loans prepayments required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(bA), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing excess shall carry over and be deducted from required payments in respect of subsequent years until such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisiontime as no excess remains.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures Total Outstandings at any time exceeds exceed the aggregate Revolving Credit Aggregate Commitments then in effect effect, the Borrower shall immediately (including, for the avoidance of doubt, x) prepay Committed Loans in an aggregate principal amount equal to such excess and (y) if any excess remains after prepaying all Committed Loans as a result of outstanding L/C Obligations, pay to the termination Administrative Agent, on behalf of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in Issuers and the Lenders, an aggregate amount equal to such excess; provided that the Borrowers shall not be required excess in order to Cash Collateralize such outstanding L/C Obligations. (ii) Upon any determination of or adjustment to the amount of the Borrowing Base pursuant to Section 2.05 (other than pursuant to Section 2.05(c), 2.05(d) or 2.05(e)), if a Borrowing Base Deficiency exists, the Borrower shall, within ten days after being notified of such Borrowing Base Deficiency, provide an irrevocable written notice (the “Election Notice”) to Lender stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter do one or a combination of the following (as elected by the Borrower pursuant to the Election Notice) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency: (A) within ten days following the delivery (or required delivery) of such Election Notice, make a prepayment of the Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Obligations pursuant Issuers and the Lenders, an aggregate amount equal to this Section 2.05(b)(vsuch remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations); (B) unless after the prepayment pay in full six equal monthly installments of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds of the aggregate Revolving Credit Commitments then in effect. Committed Loans (vi) Except with respect and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to Loans incurred in connection with any Refinancing Amendmentthe Administrative Agent, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term LoansL/C Issuers and the Lenders, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior an aggregate amount equal to such Class of earlier maturing Term Loans remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations) over a term and in an amount satisfactory to the Administrative Agent (II) but in any prepayment of Term Loans event, with the Net Proceeds first such monthly installment to be due on the thirtieth day following delivery of Credit Agreement Refinancing Indebtedness shall be applied solely the Election Notice and each subsequent installment being equal to 1/6 of the aggregate amount of such Borrowing Base Deficiency due and payable on the dame date in each applicable Class subsequent calendar month), by immediately dedicating a sufficient amount of Refinanced Debt))monthly cash flow from the Oil and Gas Properties of the Borrower and the other Loan Parties; and/or (BC) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof within thirty days following the date delivery of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (Election Notice, grant the Administrative Agent, on behalf of the applicable Borrowers) (Secured Parties, a first-priority Lien, pursuant to Collateral in form and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid substance satisfactory to the Appropriate Lenders Administrative Agent, on additional Oil and Gas Properties not evaluated in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant most recently delivered Engineering Report to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent and with an aggregate PV9 Pricing attributable thereto sufficient to eliminate such deficiency; provided that, in writing of any mandatory prepayment of Term Loans no event may the Borrower elect the option specified in this clause (ii)(C) (in whole or in part) if fewer than ninety-one days remain until the Maturity Date. Notwithstanding anything herein to the contrary, all payments required to be made pursuant to clauses this Section 2.06(b)(ii) must, in any event, be made on or prior to the Maturity Date. In the event the Borrower fails to provide an Election Notice to the Administrative Agent within the ten day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (iii)(B). The failure of the Borrower to comply with any of the options elected (including any deemed election) through (iv) pursuant to the provisions of this Section 2.05(b2.06(b)(ii) at least four and specified in such Election Notice (4or relating to such deemed election) shall constitute an immediate Event of Default. (iii) Upon any adjustment to the amount of the Borrowing Base pursuant to Section 2.05(c), 2.05(d) or 2.05(e), if a Borrowing Base Deficiency exists, then the Borrower shall, in each case, within two Business Days after the consummation or occurrence of the event or events giving rise to such Borrowing Base adjustment, prepay Committed Loans in an aggregate principal amount equal to such deficiency and (y) if any deficiency remains after prepaying all Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such excess in order to Cash Collateralize such outstanding L/C Obligations; provided that, notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section 2.06(b)(iii) must, in any event, be made on or prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymentMaturity Date. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (Following the end of each Fiscal Year of BRW commencing with the fiscal year Fiscal Year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)2003, the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi)shall, (ix) and (xi) belowon the 90th day following the end of such Fiscal Year, prepay an aggregate principal amount of Term Loans the Advances comprising part of the same Borrowings made by such Borrower in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option 75% of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), Fiscal Year. Each such prepayment shall be applied ratably first to the extent financed with internally generated cash or Term Facilities and to the proceeds of any installments thereof pro rata to the remaining installments thereof, and second to the Revolving Credit Loans Facility as set forth in clause (vi) below. (ii) The Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted its Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including from (A) the principal component of payments in respect of Capitalized Leasessale, (B) the amount lease, transfer or other disposition of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect assets of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans Loan Party or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted of its Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than any sale, lease, transfer or other disposition of assets pursuant to (x) clauses (bi) through (vii) and (ix) of Section 5.02(e) or (y) pursuant to clause (viii) of the definition of “Permitted Investments”Section 5.02(e) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or if the proceeds are being reinvested in the existing lines of Revolving Credit Loans or any other revolving credit loans, business of BRW and its Subsidiaries in accordance with such clause (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(gviii), (h)(x), (i), (l)(i) or (kB) any Extraordinary Receipt received by or paid to or for the extent such Restricted Payments were financed with internally generated cash or the proceeds account of Revolving Credit Loans any Loan Party or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower its Subsidiaries and the Restricted Subsidiaries not otherwise included in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi)A) above, (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, prepay an aggregate principal amount of Term Loans the Advances comprising part of the same Borrowings in an amount equal to the 100% amount of all such Net Proceeds receivedCash Proceeds. Each such prepayment shall be applied ratably first to the Term Facilities and to the installments thereof pro rata to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (vi) below. (iii) [Reserved]The Borrowers shall, on the date of the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to the Term Facilities and to the installments thereof pro rata to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (vi) below. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))The Borrowers shall, the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below on each Business Day, prepay an aggregate principal amount of Term Loans the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Net Proceeds received therefrom Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on or prior to the date which is five (5) such Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net ProceedsDay. (v) If The Borrowers shall, on each Business Day, pay to the Administrative Agent for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then deposit in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in Cash Collateral Account an amount sufficient to cause the aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize on deposit in the L/C Obligations pursuant Cash Collateral Account to this Section 2.05(b)(v) unless after equal the prepayment in full amount by which the aggregate Available Amount of the Revolving all Letters of Credit Loans and Swing Line Loans such aggregate Outstanding Amount then outstanding exceeds the aggregate Revolving Letter of Credit Commitments then in effectFacility on such Business Day. (vi) Except with respect Prepayments of the Revolving Credit Facility made pursuant to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment clause (which may be prepaid on a less than pro rata basis in accordance with its termsi), (Aii), (iii) each prepayment or (iv) above shall be first applied to prepay Letter of Term Loans pursuant Credit Advances then outstanding until such Advances are paid in full, second applied to this Section 2.05(b) prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to any Class of Term Loans then outstanding as directed by reimburse the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans relevant Issuing Bank or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Revolving Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii)Lenders, as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower All prepayments under this subsection (b) shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior together with accrued interest to the date of such prepayment (provided that, in on the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the principal amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymentprepaid. (viii) All prepayments under Anything contained in this Section 2.05 shall be made together with2.06(b) to the contrary notwithstanding, (A) if, following the occurrence of any “Asset Disposition” (as such term is defined in the case Junior Notes Indenture or any comparable definition in any other Debt document to which either Borrower is a party (any “Other Debt Document”)), the issuance of equity or any such prepayment other event under any Other Debt Document (a “Prepayment Event”), by any Loan Party or any of its Subsidiaries, either Borrower is required to commit by a Eurocurrency Rate Loan on particular date (a date other than the last day of “Commitment Date”) to apply or cause its Subsidiaries to apply an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant amount equal to Section 3.05. Notwithstanding any of the “Net Proceeds” (as defined in the Junior Notes Indenture or any comparable definition in any Other Debt Document, as the case may be) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” in a particular manner, in either case in order to excuse such Borrower from being required to make an “Asset Sale Offer” (as defined in the Junior Notes Indenture or any comparable definition in any Other Debt Document, as the case may be) or any other provisionprepayment of such Debt under such Other Debt Document (a “Debt Prepayment”) in connection with such “Asset Sale” or other Prepayment Event, as the case may be, and such Borrower shall have failed to so commit or to so apply an amount equal to such “Net Proceeds” at least 30 days before the Commitment Date or the Application Date, as the case may be, or (B) if either Borrower at any other time shall have failed to apply or commit or cause to be applied any amount equal to any such “Net Proceeds” and , within 30 days thereafter assuming no further application or commitment of an amount equal to such “Net Proceeds” such Borrower would otherwise be required to make an “Asset Sale Offer” or Debt Prepayment, as the case may be, in respect thereof, then in either such case such Borrower shall immediately apply or cause to be applied an amount equal to such “Net Proceeds” to the payment of the Advances in the manner set forth in Section 2.06(b)(ii) in such amounts as shall excuse such Borrower from making any such “Asset Sale Offer” or Debt Prepayment, as the case may be.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending March December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix‎(b)‎(vi) and (xi‎(ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to ‎(x) Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (23) all voluntary prepayments, repurchases or redemptions of Term Loans any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (including, in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured on a pari passu basis with the Initial Term Loans, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or Borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansFacility), (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section ‎Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section ‎Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), thereunder to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash), (6) cash payments by the Parent Borrower and the its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the its Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment ‎Section 7.02 (other than clauses (b‎Section 7.02(a), ‎(c) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case‎(x)), to the extent that such Investments and acquisitions were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section ‎Section 7.06(i) (clauses ‎(i), ‎(ii) or ‎(iii) only) or ‎Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were period, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, and (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1‎(1) through (1211), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) for any fiscal year if the amount of ECF Payment Prepayment Amount for the relevant such fiscal year equals an amount that is greater than $50,000,00025,000,000; provided, further, that, for the avoidance of doubt, only amounts in excess of such $25,000,000 shall be prepaid pursuant to this Section 2.05(b)(i). (ii) If (x) the Parent Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets pursuant (other than any Disposition of any property or assets permitted by Sections 7.05(a), ‎(b), ‎(c), ‎(d), ‎(e), ‎(g), (h), ‎(i), (k),‎ (l), ‎(m) (except to Section 7.05(jthe extent such property is subject to a Mortgage), ‎(n), (o), ‎(p), ‎(q), (r) or (s)), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix‎(b)‎(vi) and (xi‎(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, subject to clause ‎(b)‎(xi) below, an aggregate principal amount of Term Loans in an amount equal to the 100% Applicable Asset Sale Percentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply the Applicable Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds receivedshall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this ‎Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)‎Section 7.03), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ixclause ‎(b)‎(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this ‎Section 2.05(b)(iii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof. (viv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v‎Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section ‎Section 2.05(b) shall be applied to any Class as between series, Classes or tranches of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (IIi) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to the applicable each Class of Term Loans, each prepayment pursuant to clauses (i‎(i) through (iv‎(iv) of this Section ‎Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section ‎Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturitymaturity (without premium or penalty), unless otherwise directed by the Borrower; and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (viivi) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i‎(i) through (iv‎(iv) of this Section ‎Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Payment AmountPercentage”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1i) all voluntary prepayments, repurchases prepayments of Term Loans during such fiscal year or redemptions after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time) and (ii) all voluntary prepayments of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1i) through and (12ii), without duplication to the extent such prepayments are not funded with the proceeds of any deduction from Excess Cash Flow in any prior periodIndebtedness; provided that (x) the ECF Percentage shall be 25% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 4.00:1.00 and greater than 3.25:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall only not be deducted again when calculating the prepayment required under to be made pursuant to this Section 2.05(b)(i) if the ECF Payment Amount for the relevant immediately succeeding fiscal year equals an amount that is greater than $50,000,000pursuant to clause (i) or (ii) above. (ii) (A) If (1) (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to (other than any Disposition of any property or assets (i) permitted by Section 7.05(j7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (g), (h), (i), (l), (m), (n), (o) or (p) or (ii) acquired after the Restatement Effective Date in connection with a sale-leaseback transaction permitted hereunder) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, and (2) the Parent First Lien Leverage Ratio is greater than or equal to 3.75:1.00, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to the 100% (such percentage as it may be reduced as described below, the “Asset Percentage”) of all such Net Cash Proceeds realized or received. (iii; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) [Reserved]. (iv) If with respect to such portion of such Net Cash Proceeds that the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))shall have, the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to such date, given written notice to the date Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect theretocontinuing), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Asset Percentage shall not be required 75% if the Total Leverage Ratio for the Test Period was less than or equal to Cash Collateralize 4.50:1.00; provided, further that if any Indebtedness has been issued in compliance with Section 7.01 and 7.03 with Liens ranking pari passu with the L/C Liens securing the Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of First Lien Intercreditor Agreement, then the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing AmendmentBorrower may, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is extent required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness, prepay Term Loans and purchase such Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofrespective principal amounts thereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required to have been) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182025) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section 6.02(a), (the Borrowers “ECF Date”), the Borrower shall cause to be offered to be prepaid in accordance with clause clauses (b)(vi), (ixb)(v) and (xiviii) below, an aggregate principal amount of Initial Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Cash Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1A) all voluntary prepayments, repurchases repurchases, or redemptions of Revolving Credit Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent within ninety (x90) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans days thereafter (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with purchases pursuant to Section 10.07(m10.07(l), the actual purchase price paid in cash pursuant to such purchase) made (excluding prepayments, repurchases, or redemptions to the extent funded with the proceeds of long-term funded indebtedness), (B) all voluntary prepayments, repurchases, or redemptions of the loans under the Revolving Credit Facility during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, within ninety (90) days thereafter to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (commitments in the case of any revolving credit loans, to the extent that revolving credit commitments respect thereof are permanently reduced by the amount of such payments) payments (excluding prepayments, repurchases, or redemptions to the extent financed funded with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent periodlong-term funded indebtedness), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition all voluntary prepayments, repurchases, or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect redemptions of any other revolving credit facilityIncremental Equivalent First Lien Debt or Credit Agreement Refinancing Indebtedness during such fiscal year or within ninety (90) days thereafter, except in the case of each of clause (YA), (B) to the extent there is an equivalent permanent reduction in commitments thereunder)and (C) above, to the extent financed secured on a pari passu basis with internally generated cash the Initial Term Loans and prepaid, repurchased or redeemed on a pro rata basis or less than pro rata basis with the proceeds Initial Term Loans (and in the case of any Revolving Credit Loans or any other revolving credit loansfacilities, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in accompanied by a subsequent periodpermanent reduction of the corresponding commitment) (excluding prepayments, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect repurchases, or redemptions to the extent funded with the proceeds of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of funded Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1A) through (12C), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments pursuant to Section 2.04(b)(i) shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount amount of Excess Cash Flow for the relevant such fiscal year equals an amount that is greater than $50,000,0005,000,000; provided that, if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase or make a payment with respect to Other Applicable Indebtedness (as defined below) with Excess Cash Flow (and such Other Applicable Indebtedness has substantially equivalent reciprocal provisions permitting the ratable payment of the Initial Term Loans), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the Initial Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Initial Term Loans and Other Applicable Indebtedness); provided, further, that (x) the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans in accordance with the terms hereof. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of receives Net Proceeds from any property Disposition or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, occurs which results in the realization or receipt by the Parent Borrower or any Restricted Subsidiary of Net Proceeds, subject to the Parent reinvestment rights specified in the definition of “Net Proceeds”, the Borrower shall offer to prepay (or cause to be offered to be prepaid prepaid) in accordance with clause (b)(vi), (ixSection 2.04(b)(v) and (xiviii) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, subject to Section 2.04(b)(viii) below, an aggregate principal amount of Term Loans in an amount equal to the 100% of all the Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) with such Net Proceeds received(such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (to the Term Loan and Other Applicable Indebtedness determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (x) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(ii) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Indebtedness incurred pursuant to Section 7.03(t))), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ixSection 2.04(b)(v) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that if at the Borrowers time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not be exceed the amount of such Net Proceeds required to Cash Collateralize be allocated to the L/C Obligations Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(v2.04(b)(iii) unless shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the prepayment date of such rejection) be applied to prepay the Term Loans in full of accordance with the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effectterms hereof. (viiv) [Reserved.] (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b2.04(b) shall be applied to any Class as between series, Classes or tranches of Term Loans then outstanding on a pro rata basis, unless otherwise required by this Agreement or as directed by the Parent Borrower (on behalf of to the applicable Borrowers) extent not otherwise prohibited by this Agreement (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II1) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), (2) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans and (3) no prepayment of Term Loans may be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any related earlier maturing Classes); (B) with respect to the applicable each Class of Term Loans, each prepayment pursuant to clauses (i) through (iviii) of this Section 2.05(b2.04(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a2.06(b) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturitymaturity (without premium or penalty except as expressly contemplated by Section 2.04(a)(iii)); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (viivi) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (iii) through and (iviii) of this Section 2.05(b2.04(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in or such shorter time as the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower Administrative Agent may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayedagree). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) For any Excess Cash Flow Period, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrowers Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all the aggregate amount of voluntary prepaymentsprincipal prepayments of the Loans and any other Indebtedness secured on a pari passu basis with the Term Loans, repurchases or redemptions of Revolving Credit Loans in each case, made during such fiscal year or after year-end the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to when such the date on which the relevant Excess Cash Flow prepayment is due or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the extent par amount of the Indebtedness so prepaid) (x) financed with internally generated cash or the proceeds except prepayments of Loans under any Revolving Credit Loans Tranche or any other revolving credit loans and (y) Indebtedness that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Commitments are permanently reduced by Tranches or the amount corresponding revolving credit commitments, as applicable), in each case other than to the extent that any such prepayment is funded with the proceeds of such paymentsSpecified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) all voluntary the sum of (I) repayments, prepayments, repurchases or repurchases, redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in and other cash or (y) purchased pursuant to open-market purchasers in accordance payments made with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, respect to the extent financed with internally generated cash or the proceeds principal of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (Aprincipal representing capitalized interest) or the principal component of payments in respect of any Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount Lease Obligations of such increase but Person or any of its Restricted Subsidiaries during such period (excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or such payment from the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loansIndebtedness, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (but including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any all premium, make-whole or penalty payments paid in cash (to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments are not otherwise prohibited under this Agreement) and all repayments with respect to revolving Indebtedness to the extent accompanied by a corresponding reduction in commitments); provided that, with respect to any mandatory prepayment of Indebtedness (other than, for the avoidance of doubt, Term Loans), such prepayments shall only be deducted pursuant to this clause (i) to the extent not deducted in the computation of net proceeds in respect of the asset disposition or condemnation giving rise thereto; (II) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of capital expenditures, acquisitions (including of intellectual property) and Investments and (y) cash payments that such Person or any of its Restricted Subsidiaries has committed to be paidmake or is required to make in respect of capital expenditures, acquisitions (including of intellectual property) in cash by and Investments within 365 days after the Parent Borrower and the Restricted Subsidiaries end of such period pursuant to binding obligations entered into prior to or during such period or, at the option of the Parent Borrower’s option, paid after the end of such period and prior to the date the of such Excess Cash Flow prepayment is due payment for such period; provided that amounts described in this clause (it being understood that y) will not reduce Excess Cash Flow in subsequent periods, and, to the extent not paid, will increase Excess Cash Flow in the subsequent period, (III) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of Taxes (including distributions to any Parent Holding Company in respect of Taxes), to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining calculating such Consolidated Net Income for Income, and (y) cash payments that such Person or any of its Restricted Subsidiaries will be required to make in respect of Taxes (including distributions to any Parent Holding Company in respect of Taxes) within 180 days after the end of such period, and (12IV) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transactions, any acquisition consummated before or after the Closing Date or any Permitted Investment, Equity Issuance or debt issuance (whether or not consummated) and any Restricted Payment made to pay any of the foregoing incurred by Holdings and (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio (calculated after giving Pro Forma Effect to any prepayment or reduction as set forth in clause (B) above) as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or less than $10,000,000 (and for such period such prepayment shall be limited to the amount in excess of Excluded Contract Amounts paid $10,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any prepayment pursuant to clause (or committed to be paidB) above and any Excess Cash Flow prepayment would result in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option percentage in respect of the Parent Borrowerapplicable Excess Cash Flow Period being reduced to 25% or 0%, paid after then such period and prior reduced percentage applicable to the date the Excess Cash Flow prepayment is due (it being understood required to be made shall apply; provided further that to the extent such Excluded Contract Amounts are not actually paid as committed the amount of prepayments pursuant to subclause (B) above exceeds the amount that would otherwise be payable pursuant to this Section 2.05(b) in a subsequent periodany given fiscal year, such the excess thereof may be applied, in the Borrowers’ discretion, to any amount shall be added back in calculating of Excess Cash Flow for such subsequent period), payable pursuant to this Section 2.05(b) in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant following fiscal year equals an amount that is greater than $50,000,000year. (ii) If (x) the Parent Borrower any Asset Sale or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which (or series of related Asset Sales or Casualty Events) results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent any Borrower or any Restricted Subsidiary of such aggregate Net ProceedsCash Proceeds in excess of $10,000,000 (“Relevant Transaction”), an aggregate principal amount of Term Loans in an amount equal then, except to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If extent the Parent Borrower elects to reinvest all or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under a portion of such Net Cash Proceeds in accordance with Section 7.03 (excluding Section 7.03(t))7.04, the Borrowers shall cause prepay, subject to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of all the Net Cash Proceeds received therefrom on or prior to the date which is five (5) from such Relevant Transaction within 15 Business Days after of the receipt end of such reinvestment period by the Parent such Borrower or such Restricted Subsidiary Subsidiary; provided that such Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness (and, in the case of revolving indebtedness, permanently reduce related commitments) that is secured by the Collateral on a pari passu basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that, so long as no Event of Default shall have occurred and be continuing or would result therefrom, such prepayment percentage shall be reduced from 100% to 50% or 0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 4.75:1.00 or 4.25:1.00 (such amounts not required to be prepaid as a result of such prepayment percentage reduction, the “Retained Asset Sale Proceeds”), respectively; provided, further, that only the amount of Net Cash Proceeds in excess of $10,000,000 in any fiscal year shall be subject to prepayment pursuant to this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by any Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrowers shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Borrower or such Restricted Subsidiary. (iv) Upon the incurrence by any Borrower or any Restricted Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrowers shall prepay an aggregate principal amount of Revolving Credit Loans (and correspondingly reduce commitments) in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers or such Restricted Subsidiary. (v) If for any reason the aggregate sum of the Total Revolving Credit Exposures Outstandings or the sum of outstanding Specified Refinancing Revolving Loans at any time exceeds exceed the aggregate sum of the Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect theretopursuant to Section 2.06), the Borrowers shall promptly immediately prepay or cause to be promptly prepaid the Loans under the applicable Revolving Credit Loans and Swing Line Loans Tranche and/or Cash Collateralize the L/C Obligations related thereto in an aggregate amount equal to such excess; provided provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds Outstandings or the outstanding Specified Refinancing Revolving Loans, as the case may be, exceed the aggregate Revolving Credit Commitments or the commitments to make Specified Refinancing Revolving Loans, as the case may be, then in effect. (vi) Except with respect Subject to Loans incurred in connection with any Refinancing AmendmentSection 2.17, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of each Term Loans then outstanding as directed by the Parent Borrower (Loan Tranche on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any earlier maturing Classes amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Term Loans Loan Tranche receiving less than such Pro Rata Share) (except that other than a prepayment of (Ix) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loans may specify that one Loan Tranche or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and Revolving Tranche, as applicable, being refinanced pursuant thereto or (IIy) any prepayment of Term Loans with the Net Proceeds proceeds of Credit Agreement any Refinancing Indebtedness Notes issued to the extent permitted under Section 7.01(a), which shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the remaining scheduled installments of principal thereof following the date of prepayment pursuant with respect to Section 2.07(a) such Term Loan Tranche as directed by the Parent Borrower (on behalf of the applicable Borrowers) (Borrower, and absent such direction, in direct order of maturity); and (C. Each prepayment of Term Loans under a Facility pursuant to this Section 2.05(b) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) applied on a pro rata basis to the Term then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time)Facility; providedprovided that, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata if there are no Declining Lenders with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such Additional First Lien Indebtedness owed prepayment pursuant to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofSection 3.06. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.053.06 and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iii). Notwithstanding any of the other provisionprovisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrowers may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (viii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Parent Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary. (ix) Notwithstanding any other provisions of this Section 2.05, to the extent that the Parent Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) would have an adverse tax cost consequence (that are not de minimis) on the Parent Borrower or any Subsidiary or their Affiliates (taking into account any foreign tax credit or benefit actually real

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182022) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause clauses (b)(vi), (ix) and (xiix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) at the Borrower’s option, all voluntary prepayments, repurchases, or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the aggregate principal amount of Loans purchased, reduced, redeemed or retired pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the aggregate principal amount of Loans purchased, reduced, redeemed or retired in connection with such purchase), (2) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (23) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Term Loans any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), Senior Secured Notes, Indebtedness incurred pursuant to the ABL Credit Agreement and any other Indebtedness (including, in the case of any revolving credit facilities (including the ABL Credit Agreement), to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured by Liens on the Collateral, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans and the Dollar Incremental Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property IP Rights to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or Borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansFacility), (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), thereunder to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash), (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment Section 7.02 (other than clauses Section 7.02(a), (bc) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each casex)), to the extent that such Investments and acquisitions were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were period, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, period and (12) (x) the amount of Excluded Contract Amounts paid (or committed aggregate consideration required to be paid) paid in cash by the Parent Borrower and its Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders (the “Contract Consideration”) entered into prior to or during such period and (y) the aggregate amount of cash that is reasonably expected to be expended in respect of any planned cash expenditures by the Borrower or any of the Restricted Subsidiaries in the case of each of clauses (x) and (y), relating to acquisitions or other Investments or Capital Expenditures or acquisitions of IP Rights to the extent expected to be consummated or made, in each case during the period of eight consecutive fiscal quarters of the Borrower following the end of such period (or if committed to be made during such eight consecutive fiscal quarter period, during the period or, at the option of two consecutive fiscal quarters of the Parent Borrower, paid after Borrower following the end of such period and prior to the date the Excess Cash Flow prepayment is due (it being understood eight fiscal-quarter period); provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Excluded acquisition or other Investment, Capital Expenditures or acquisitions of IP Rights during such period of eight consecutive fiscal quarters is less than the Contract Amounts are not actually paid as Consideration (or if committed in a subsequent to during such eight consecutive fiscal quarter period, two consecutive fiscal quarters of the Borrower following the end of such eight fiscal-quarter period), the amount of such shortfall shall be added back in calculating to the calculation of Excess Cash Flow for at the end of such subsequent period of eight consecutive fiscal quarters (or if committed to during such eight consecutive fiscal quarter period, two consecutive fiscal quarters of the Borrower following the end of such eight fiscal-quarter period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that any such amounts described in the foregoing clauses (1) through (12) that have not been applied to reduce the prepayments shall only which may be required under due from time to time pursuant to this Section 2.05(b)(i) if shall be carried over to subsequent fiscal years, and may reduce the ECF Payment Amount prepayments due from time to time pursuant to this Section 2.05(b)(i) during such fiscal years, until such time as such amounts have been used to reduce such prepayments which may be due from time to time minus (C) an amount equal to the greater of (x) $600,000,000 and (y) beginning with the first day of the fiscal quarter ending June 25, 2022, an amount equal to 25% of LTM Consolidated EBITDA at the time of such prepayment; provided further that, for the relevant avoidance of doubt, only amounts in excess of the greater of (x) $600,000,000 and (y) beginning with the first day of the fiscal quarter ending June 25, 2022, an amount equal to 25% of LTM Consolidated EBITDA (at the election of the Borrower, with unused amounts described in this clause (C) carried forward to the next succeeding fiscal year equals an amount and; provided that in the event that a prepayment is greater than $50,000,000due in respect of a fiscal year pursuant to this Section 2.05(b)(i), the Borrower my elect, in its sole discretion, to use amounts pursuant to this clause (C) that would otherwise be available for the next succeeding fiscal year, which usage shall reduce such amounts available to the Borrower in such next succeeding fiscal year). (ii) If (x1) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets constituting Collateral (excluding any ABL Priority Collateral, if applicable) pursuant to Section 7.05(j), Sections 7.05 (j) or (y) any Casualty Event occursaa), which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ixix) below below, on or prior to the date which is thirty (30) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% the Applicable Asset Sale Percentage of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)amount, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess“Applicable Proceeds”); provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If if at the time that any such prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party the Borrower is required to prepay, redeem or repurchase or offer to prepayrepurchase Incremental Equivalent Debt, redeem Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), the Senior Secured Notes, Indebtedness incurred pursuant to the ABL Credit Agreement, or purchase any Additional First other Indebtedness outstanding at such time that, in each case, is secured by a Lien Indebtedness on the Collateral pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or the Net Proceeds of such Disposition (iisuch Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers Borrower may apply such prepayments described in Section 2.05(b)(i) or (ii) the Applicable Proceeds on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Other Applicable Indebtedness at such time)) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, provided further that (A) the portion of Excess Cash Flow or the Applicable Proceeds (but not the other Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(ireceived) or (ii), as applicable, allocated to such Additional First Lien the Other Applicable Indebtedness shall not exceed the amount of Excess Cash Flow or Net Applicable Proceeds required to be allocated to such Additional First Lien the Other Applicable Indebtedness pursuant to the terms thereof, and to the extent the required prepayment remaining amount, if any, of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount Net Proceeds shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; providedhereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, furtherand the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, with the terms hereof. (viiiii) The Parent If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall notify the Administrative Agent cause to be offered to be prepaid in writing of any mandatory prepayment accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided further that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be made allocated to the Other Applicable Indebtedness pursuant to clauses the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iii) shall be reduced accordingly and (iB) through to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or definition thereof. (iv) of this Section 2.05(b), If for any reason the Parent Borrower may rescind (or delay aggregate Revolving Credit Exposures at any time exceeds the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, aggregate Revolving Credit Commitments then in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisioneffect

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures Total Outstandings at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (includingFacility at such time, for the avoidance of doubt, as a result of the termination of any Class of Borrower shall immediately prepay Revolving Credit Commitments on the Maturity Date with respect thereto)Loans, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings), as applicable, in an aggregate amount equal to such excess; . (ii) Amounts to be applied as provided that in this clause (b) to the prepayment of the Revolving Credit Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, in accordance with Sections 8.02 and 8.03. (iii) Notwithstanding anything to the contrary set forth herein, if a Public Equity Offering Transaction has not occurred prior to the last Business Day of a calendar quarter in any Fiscal Year, beginning with the last Business Day of the second calendar quarter of Fiscal Year 2018 and on the last Business Day of each calendar quarter thereafter until the occurrence of a Public Equity Offering Transaction, (x) the Borrowers shall not be required repay the Revolving Credit Loans in an amount equal to $2,500,000 per quarter (the “Required Quarterly RL Payment”) (and if no Revolving Credit Loans are outstanding at the time of such Required Quarterly RL Payment, the Borrowers shall: first, repay the Swing Line Loans, second, repay the L/C Borrowings, and third, Cash Collateralize the L/C Obligations (other than the L/C Borrowings), if any, in each case, in an amount not to exceed the lesser of (xA) the aggregate amount of such Swing Line Loans, L/C Borrowings or L/C Obligations outstanding at the time of such Required Quarterly RL Payment and (B) the Required Quarterly RL Payment) and, (y) the Required Quarterly RL Payment on the last Business Day of each calendar quarter commencing on September 30, 2017, and, pursuant to this Section 2.05(b)(v) unless after the prepayment in full of 2.06(b)(i), the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) Commitment shall be applied to any Class concurrently reduced on the last Business Day of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect calendar quarter in an amount equal to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofRequired Quarterly RL Payment. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five For any Excess Cash Flow Period, within ten (510) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of the Term Loans in an amount equal to (the “ECF Payment Amount”) (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements minus (B) the sum of of: (1) all the aggregate amount of voluntary prepaymentsprincipal prepayments of the Loans or Indebtedness that is pari passu in right of payment and security with the Initial Term Loans, repurchases or redemptions of Revolving Credit Loans in each case, made during such fiscal year or after year-end the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to when such the date on which the relevant Excess Cash Flow prepayment is due or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment, and prepayments in connection with the lender replacement provisions (including pursuant to Section 3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is pari passu in right of payment and security with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, and (2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (3) the portion of the Excess Cash Flow applied (to the extent Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase Indebtedness that is pari passu in right of payment and security with the Initial Term Loans (to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) financed with internally generated cash or the proceeds amount of any Revolving Credit Loans or any other revolving credit loans Excess Cash Flow and (y) a fraction, the Revolving Credit Commitments are permanently reduced by numerator of which is the outstanding principal amount of such paymentsother Indebtedness (or to the extent such amount is not in Dollars, (2) all voluntary prepayments, repurchases or redemptions such equivalent amount of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers such Indebtedness converted into Dollars as determined in accordance with Section 10.07(m1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any each case other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, than to the extent that revolving credit commitments are permanently reduced by the amount of any such payments) to the extent financed prepayment is funded with internally generated cash or the proceeds of any Revolving Credit Loans Specified Refinancing Debt, Refinancing Notes or any other revolving credit loans, long-term Indebtedness, (4) the amount of Capital Expenditures capital expenditures made in cash by Borrower or acquisitions any of intellectual property its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during that any such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions capital expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed funded with internally generated cash or the proceeds of any Revolving Credit Loans Specified Refinancing Debt, Refinancing Notes or any other revolving credit loans, long-term Indebtedness, (5) the aggregate amount of all principal payments cash consideration paid by Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments (including, without limitation, any acquisitions and acquisitions of Indebtedness intellectual property) during the period commencing on the first day of the Parent relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (6) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(6) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments (including, without limitation, any acquisitions and acquisitions of intellectual property) or made (pursuant to Section 7.05 or committed capital expenditures to be made) consummated or made during the period of four consecutive fiscal quarters of the Borrowers following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and capital expenditures during such period orof four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the option end of such period of four consecutive fiscal quarters; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the First Lien Net Leverage Ratio as of the Parent Borrowerlast day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.50 to 1.00 or 4.00 to 1.00, made respectively (the amount described in this clause (i), the “ECF Prepayment Amount”); provided further that no prepayment shall be required with respect to any Excess Cash Flow Period unless the ECF Prepayment Amount exceeds $5,000,000, and, in such case, the ECF Prepayment Amount shall be the amount in excess thereof; provided further that, if the First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such period and prior reduced percentage applicable to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000apply. (ii) If (x) the Parent Borrower any Asset Sale or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which (or series of related Asset Sales or Casualty Events) results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of any Net Cash Proceeds (a “Relevant Transaction”), then, except to the extent the Borrower elects to reinvest all or a portion of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Cash Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% (as may be adjusted pursuant to the proviso below) of all the Net Cash Proceeds received therefrom on from such Relevant Transaction within 15 Business Days of receipt thereof (or prior to the date which is five (5) within 15 Business Days after the receipt later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Parent Borrower or such Restricted Subsidiary Subsidiary; provided (i) that such percentage in respect of such any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) shall be reduced to 50% or 0% if the First Lien Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, Leverage Ratio as a result of the termination last day of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), most recently ended fiscal quarter as to which financial statements have been delivered to the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount Administrative Agent was equal to such excess; provided or less than 4.50 to 1.00 or 4.00 to 1.00, respectively, (ii) that the Borrowers no prepayment shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request Asset Sale or Casualty Event for such period that is equal to or less than $5,000,000 or (iii) that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any Incremental Amendment (which may be prepaid other Indebtedness that is secured by the Collateral on a less than pro rata pari passu basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by Liens securing the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect Obligations to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to extent such other Indebtedness and the scheduled installments of principal thereof following Liens securing the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (same are permitted hereunder and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien other Indebtedness requires such a prepayment or repurchase thereof with amounts described in Section 2.05(b)(i) or (ii)the proceeds of such Relevant Transaction, then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such Additional First Lien other Indebtedness (determined on and the basis denominator of which is the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien other Indebtedness at (or to the extent such time); providedamount is not in Dollars, that the portion such equivalent amount of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder such Indebtedness converted into Dollars as determined in accordance with Article I).. (iii) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 2.05(b)(i) or (ii)7.01, as applicable, allocated to such Additional First Lien Indebtedness the Borrower shall not exceed the prepay an aggregate principal amount of Excess Term Loan Tranches in an amount equal to 100% of all Net Cash Flow Proceeds received therefrom immediately upon receipt thereof by the Borrower or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofRestricted Subsidiary. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment[Reserved. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision]

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures Total Outstandings at any time exceeds exceed the aggregate Aggregate Commitments at such time, the Borrower shall immediately prepay Revolving Credit Commitments then in effect (includingLoans, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless until after the prepayment pre-payment in full of the Revolving Credit Loans and Loans, Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effectand L/C Borrowings. (viii) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request Upon the incurrence or issuance by the Borrower or any Incremental Amendment of its Restricted Subsidiaries of any Indebtedness (which may other than Indebtedness expressly permitted to be prepaid on a less than pro rata basis in accordance with its termsincurred or issued pursuant to Section 7.02), (A) each prepayment the Borrower shall prepay an aggregate principal amount of Term Loans pursuant equal to this Section 2.05(b) shall be applied to any Class 100% of Term Loans then outstanding as directed all Net Cash Proceeds received therefrom within two Business Days upon receipt thereof by the Parent Borrower or such Restricted Subsidiary. (on behalf of iii) Upon the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment occurrence of any earlier maturing Classes Disposition by Borrower or any of Term Loans its Restricted Subsidiaries (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (ithan Dispositions permitted by Section 7.05(a) through (ivh)) which results in the realization by such Person of this Section 2.05(bany Net Cash Proceeds or if the Borrower or any of its Restricted Subsidiaries receives any Insurance Proceeds on account of a Collateral Loss, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds or Insurance Proceeds, as applicable, within two Business Days of receipt thereof by such Person, provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of any Disposition resulting (or expected to result) in Net Cash Proceeds or receipt of such Insurance Proceeds, as applicable, in excess of $5,000,000), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets to be used in the Borrower’s business, as existing as of the Closing Date or those reasonably related or ancillary thereto, or use such Insurance Proceeds for the repair, restoration or replacement of the assets that are the subject of the Collateral Loss, so long as within twelve months after the receipt of such Net Cash Proceeds or Insurance Proceeds, as applicable, such reinvestment, repair, restoration or replacement shall have been consummated, provided, further, however, that (x) any Net Cash Proceeds or Insurance Proceeds not so reinvested or used for repair, restoration or replacement within such twelve month period shall be immediately applied to the scheduled installments prepayment of the Loans or Cash Collateralization of L/C Obligations as set forth in this Section 2.05(b)(iii) and (y) if an Event of Default has occurred and is continuing at any time that a Loan Party or a Restricted Subsidiary receives or is holding any Net Cash Proceeds or Insurance Proceeds, as applicable, which have not yet been reinvested or used for repair, restoration or replacement, such Net Cash Proceeds or Insurance Proceeds shall be immediately applied to the prepayment of the Loans and Cash Collateralization of L/C Obligations as set forth in this Section 2.05(b)(iii). (iv) On the IPO Closing Date, the Borrower shall prepay an aggregate principal thereof following amount of the date Revolving Tranche A Credit Loans equal to the lesser of (x) 100% of the Net Cash Proceeds of the IPO and (y) the aggregate principal amount of the Revolving Tranche A Credit Loans outstanding on the IPO Closing Date, immediately upon receipt of the Net Cash Proceeds of the IPO. In making a prepayment hereunder, the Borrower shall specify the Type(s) and Class of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction3.05. Subject to Section 2.16, in direct order of maturity); and (C) each such prepayment shall be paid to applied (i) first, toward payment of the Appropriate Revolving Tranche A Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or Applicable Percentages, and (ii) would be requiredsecond, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms toward payment of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Revolving Tranche B Credit Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder Lenders in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall their respective Applicable Percentages. The provisions of this section do not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant constitute consent to the terms thereof, and to occurrence or issuance by the extent the required prepayment Borrower or any of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder its Restricted Subsidiaries of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of Dispositions by the applicable Facility Borrower or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisionits Restricted Subsidiaries not otherwise permitted hereunder.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xib)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is made (including, in the case of Term Loans prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction”, (2) all voluntary prepayments, repurchases or redemptions of loans under the ABL Facility during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) commitments under the Revolving Credit Commitments ABL Facility are permanently reduced by the amount of such payments, payments and (23) all voluntary prepayments, repurchases or redemptions of Term Loans Senior Notes and any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (including, in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured on a pari passu basis with the Initial Term Loans and the Second Amendment Incremental Term Loans, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans and the Second Amendment Incremental Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansABL Facility), (5) cash payments by the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the and its respective Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the its respective Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansABL Facility, (76) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the its respective Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment Section 7.02 (other than clauses Section 7.02(a), (b) c), or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each casex)), to the extent that such Investments and acquisitions were financed with internally generated cash or borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loans, ABL Facility and (8) 7) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), 7.06(i) (h)(x), clauses (i), (l)(iii) or (kiii) only) or Section 7.06(g), to the extent such Restricted Payments were financed with internally generated cash or borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period)ABL Facility, in the case of each of the immediately preceding clauses (1) through (127), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments repayments pursuant to this Section 2.05(b)(i) shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount amount of Excess Cash Flow for the relevant such fiscal year equals an amount that is greater than the greater of $50,000,000100,000,000 and 10% of Consolidated EBITDA (and only such excess amount shall be applied to the payment thereof). (ii) If (x) the Parent Borrower Holdings or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets pursuant to Section 7.05(jSections 7.05 (j) or (m), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower Holdings or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xib)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower Holdings or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the 100% Applicable Asset Sale Percentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided that no such prepayment shall be required if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Senior Secured Notes or other Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing the Senior Secured Notes or such other Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness together with the Senior Secured Notes required to be offered to be so repurchased, “Other Applicable Indebtedness”), in which case the Borrower may apply the Applicable Proceeds (on a pro rata basis determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Applicable Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Parent Borrower Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited permitted under Section 7.03 (excluding Section 7.03(t)), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses clause (b)(vi) and (b)(ixb)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower Holdings or such Restricted Subsidiary of such Net Proceeds. (iv) [Reserved]. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect[Reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any each Class of Term Loans (as determined by the Borrower among such Classes) then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (IIi) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt), and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to the applicable each Class of Term Loans, each prepayment pursuant to clauses (i) through (iviii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowerswithout premium or penalty) (and and, absent such direction, shall be applied in direct order of maturity)maturity to repayments thereof; and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iviii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182022) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause clauses (b)(vi), (ix) and (xiix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) at the Borrower’s option, all voluntary prepayments, repurchases, or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the aggregate principal amount of Loans purchased, reduced, redeemed or retired pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the aggregate principal amount of Loans purchased, reduced, redeemed or retired in connection with such purchase), (2) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (23) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Term Loans (includingany Incremental Equivalent Debt, in the case of Term Loans (x) prepaid Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), Senior Secured Notes, Indebtedness incurred pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end ABL Credit Agreement and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to facilities (including the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving ABL Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent periodAgreement), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness accompanied by a permanent reduction of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereundercorresponding commitment), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to case secured by Liens on the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such periodCollateral, and (12) the amount of Excluded Contract Amounts paid (repurchased or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid redeemed on a pro rata basis or less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Initial Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loansthe, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisionDollar Incremental Term

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with Each Term Facility shall be automatically and permanently reduced, on a pro rata basis, on each date on which the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be Term Advances outstanding thereunder are repaid or prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in by an amount equal to (the “ECF Payment Amount”) (A) amount by which the Applicable ECF Percentage of Excess Cash Flow, if any, aggregate Term Commitments for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and Facility immediately prior to when such Excess Cash Flow prepayment is due to reduction exceed the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the aggregate unpaid principal amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000Advances then outstanding. (ii) If (x) The Letter of Credit Facility shall be permanently reduced from time to time on the Parent Borrower or any Restricted Subsidiary Disposes date of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results each reduction in the realization or receipt Revolving Credit Facility by the Parent Borrower or Restricted Subsidiary amount, if any, by which the amount of Net Proceedsthe Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (iii) The Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the Parent Borrower amount of the Swing Line Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (iv) The Revolving Credit Facility shall cause be automatically and permanently reduced, on the following dates in the amount set forth opposite such dates (after giving effect to be offered to be prepaid all reductions in accordance with clause (b)(vi), (ix) and (xi) below, such amounts on or prior to the any such date which is ten (10) Business Days after the date as a result of the realization application of commitment reductions in accordance with the order of priority set forth in subsection (a) or receipt by (b)(v) of this Section 2.05), provided that each such reduction of the Parent Borrower or any Restricted Subsidiary Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments: March 30, 2005 $ 50,000,000 June 29, 2005 $ 50,000,000 September 29, 2005 $ 50,000,000 December 30, 2005 $ 50,000,000 provided, however, that notwithstanding the foregoing provisions of such Net Proceedsthis clause (iv), an aggregate principal amount all of Term Loans the Revolving Credit Commitments of the Revolving Credit Lenders shall be terminated in whole on the Termination Date. (v) The Revolving Credit Facility shall be automatically and permanently reduced ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments in an amount equal to the 100% prepayments of all such Net Proceeds received. the Revolving Credit Advances pursuant to clause (iiix) [Reserved]. (iv) If of the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under proviso in Section 7.03 (excluding Section 7.03(t)5.02(b)(i)(B), and each reduction of the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled commitment reduction installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) Revolving Credit Facility on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofbasis. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) belowIf, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceedsdate, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Protective Advances, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans Loans, such aggregate Outstanding Amount Revolving Credit Exposures exceeds the aggregate Revolving Credit Commitments then in effect. (viii) Except with respect If, on any date, the aggregate Revolving Credit Exposures exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its termsSection 2.01(b)), (A) each prepayment of Term the Borrowers shall promptly prepay first, Protective Advances and second, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) shall be applied unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans, such aggregate Revolving Credit Exposures exceeds the aggregate Revolving Credit Commitments then in effect. (iii) At all times following the establishment of the cash management systems pursuant to any Class Section 6.15 and after the occurrence and during the continuation of Term Loans then outstanding as directed a Cash Dominion Event and notification thereof by the Administrative Agent to the Parent Borrower (on behalf subject to the provisions of the applicable Borrowers) Security Agreement and the Intercreditor Agreement), on each Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all immediately available funds credited to the Concentration Account, first to pay any fees or expense reimbursements then due to the Administrative Agent, the L/C Issuer and the Lenders (provided that such prepayments may not be directed other than in connection with Cash Management Obligations or Secured Hedge Agreements), pro rata, second to a later maturing Class of Term Loans without at least a pro rata repayment pay interest due and payable in respect of any earlier maturing Classes of Term Loans (except including Swing Line Loans and Protective Advances) that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loansoutstanding, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such directionpro rata, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied third to prepay the Term principal of any Protective Advances that may be outstanding, pro rata, fourth to prepay the principal of the Revolving Credit Loans in accordance with, and Swing Line Loans and to the extent required byCash Collateralize L/C Obligations, the terms hereofpro rata and fifth to pay any fees or expense reimbursements then due to any Cash Management Bank or Hedge Bank, pro rata. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the Borrowers end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the sum aggregate amount of voluntary principal prepayments of the Loans pursuant to Section 2.05(a)(i) (1) all voluntary prepayments, repurchases or redemptions except prepayments of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds unless accompanied by a corresponding permanent commitment reduction of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by Facility) and of the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Second Lien Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v)2.05(a)(i) of the Second Lien Credit Agreement (but excluding for the avoidance of doubt, the actual purchase price Specified Junior Debt Repayment) minus (C) the aggregate discounted amount actually paid in cash or (y) purchased by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to open-market purchasers Section 2.05(a)(iii) and all Discounted Voluntary Prepayments (as defined in accordance with Section 10.07(m), the actual purchase price paid in cash Second Lien Credit Agreement) of the Second Lien Loans pursuant to such purchaseSection 2.05(a)(iii) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to of the extent financed with internally generated cash or the proceeds of any Revolving Second Lien Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Agreement (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such paymentsclauses (B) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, and (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent periodC), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunderfunds), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments such percentage shall only be required under this Section 2.05(b)(i) reduced to 25% or 0% if the ECF Payment Amount for Total Leverage Ratio as of the relevant last day of the prior fiscal year equals an amount that is greater was less than $50,000,0003.90:1.00 or 3.40:1.00, respectively. (iiA) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(j7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k) or (l)) or (y) any Casualty Event occurs, which and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Parent Borrower or and its Restricted Subsidiary Subsidiaries of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid Cash Proceeds in accordance with clause excess of $1,000,000 (b)(viany such transaction or series of related transactions being a “Relevant Transaction”), (ix) and (xi) belowthen if such Relevant Transaction, on or prior to together with all other Relevant Transactions occurring in the date which is ten (10) Business Days after same fiscal year of the date of Borrower, would result in the realization or receipt by the Parent Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or any Restricted Subsidiary a portion of such Net ProceedsCash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than as specifically excluded in Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on immediately upon receipt thereof by the Borrower or prior to the date which is five such Restricted Subsidiary. (5iv) Within three (3) Business Days after the receipt by entering into a Secured Cash Management Agreement that replaces a Trade L/C or Trade L/C Collateralization, the Parent Borrower or such Restricted Subsidiary shall (A) reduce the Trade Facility Collateral Term Loan Amount and (B) prepay an aggregate principal amount of Term Loans, in each case in an amount equal to 100% of the aggregate principal amount of such Net ProceedsSecured Cash Management Agreement, until such time as the Trade Facility Collateral Term Loan Amount is reduced to zero; it being acknowledged and agreed that the Borrower shall not be required to prepay the Term Loans with respect to any Secured Cash Management Agreement that (x) does not replace a Trade L/C or Trade L/C Collateralization or (y) is incurred after the Trade Facility Collateral Term Loan Amount has been reduced to zero. (v) If for any reason (i) the aggregate Total Revolving Credit Exposures Outstandings at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect or (including, for ii) the avoidance of doubt, as a result Total Revolving Credit Outstandings denominated in any Alternative Currency at any time exceed 103% of the termination of any Class of Alternative Currency Sublimit with respect to such Alternative Currency, the Borrower shall immediately prepay Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. Notwithstanding anything herein to the contrary, (x) if on any date the Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, if the amount of such excess is 5% or more of the aggregate Revolving Credit Commitments, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v) in an amount sufficient to cause such excess to not exceed 5% of the aggregate Revolving Credit Commitments and (y) if on any Revaluation Date the Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v). (vi) Except with respect Subject to Loans incurred in connection with any Refinancing AmendmentSections 2.14(b)(ii) and 2.16, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debtthan Section 2.05(b)(v)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to pro rata among (x) the scheduled installments of principal thereof following the date of prepayment Term Facility and (y) except for any prepayments pursuant to Section 2.07(a2.05(b)(iv) as directed (which shall be applied only to the Term Facility) and unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of a Specified Refinancing Debt, to a Facility or Facilities designated by the Parent Borrower (on behalf of to be refinanced with the applicable Borrowersproceeds thereof and allocated among such Facilities, as specified by the Borrower) (and absent within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such directionClass) and (i) in the case of the Term Facility, to the principal repayment installments thereof, first, in direct order of maturity)maturities, to the eight (8) next succeeding quarterly principal repayment installments of the Term Facility that are due pursuant to Section 2.07, second, on a pro rata basis, to the other principal repayment installments of the Term Facility that are due pursuant to Section 2.07 (excluding the installment due on the Maturity Date of each Class of Term Loans under the Term Facility) and, third, to the principal repayment installment of the Term Facility that is due pursuant to Section 2.07 on the Maturity Date of each Class of Term Loans under the Term Facility and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche; and (C) each such prepayment shall be paid to the Appropriate Term Lenders and the Incremental First Lien Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofShares. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) belowIf, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceedsdate, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers shall promptly offer to prepay or cause to be promptly prepaid Protective Advances, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans Loans, such aggregate Outstanding Amount Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect. (viii) Except with respect If, on any date, the aggregate Revolving Credit Exposures exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its termsSection 2.01(c)), (A) each prepayment of Term the Borrowers shall promptly prepay first, Protective Advances and second, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) shall be applied unless after the prepayment in full of the Protective Advances, Revolving Credit Loans and Swing Line Loans, such aggregate Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect. (iii) At all times following the establishment of the Cash Management Systems pursuant to any Class Section 6.15 and after the occurrence and during the continuation of Term Loans then outstanding as directed a Cash Dominion Event and notification thereof by the Administrative Agent to the Parent Borrower (on behalf subject to the provisions of the applicable Borrowers) Security Agreement and the Intercreditor Agreement), on each Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all immediately available funds credited to the Concentration Account, first to pay any fees or expense reimbursements then due to the Administrative Agent, the L/C Issuer and the Lenders (provided that such prepayments may not be directed other than in connection with Secured Cash Management Obligations), pro rata, second to a later maturing Class of Term Loans without at least a pro rata repayment pay interest due and payable in respect of any earlier maturing Classes of Term Loans (except including Swing Line Loans and Protective Advances) that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loansoutstanding, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such directionpro rata, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied third to prepay the Term principal of any Protective Advances that may be outstanding, pro rata, fourth to prepay the principal of the Revolving Credit Loans in accordance with, and Swing Line Loans and to the extent required byCash Collateralize L/C Obligations, the terms hereofpro rata and fifth to pay any fees or expense reimbursements then due to any Cash Management Bank. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March December 31, 20182022) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause clauses (b)(vi), (ix) and (xiix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) at the Borrower’s option, all voluntary prepayments, repurchases, or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the aggregate principal amount of Loans purchased, reduced, redeemed or retired pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the aggregate principal amount of Loans purchased, reduced, redeemed or retired in connection with such purchase), (2) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (23) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of Term Loans any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), Senior Secured Notes, Indebtedness incurred pursuant to the ABL Credit Agreement and any other Indebtedness (including, in the case of any revolving credit facilities (including the ABL Credit Agreement), to the extent accompanied by a permanent reduction of the corresponding commitment), in each case secured by Liens on the Collateral, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans (xexcept to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property IP Rights to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or Borrowings under the proceeds of any Revolving Credit Loans or any other revolving credit loansFacility), (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), thereunder to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash), (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness Indebtedness, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment Section 7.02 (other than clauses Section 7.02(a), (bc) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each casex)), to the extent that such Investments and acquisitions were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or Borrowings under the proceeds of Revolving Credit Loans or any other revolving credit loansFacility, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the its Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were period, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the its Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loanscash, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, period and (12) (x) the amount of Excluded Contract Amounts paid (or committed aggregate consideration required to be paid) paid in cash by the Parent Borrower and its Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders (the “Contract Consideration”) entered into prior to or during such period and (y) the aggregate amount of cash that is reasonably expected to be expended in respect of any planned cash expenditures by the Borrower or any of the Restricted Subsidiaries in the case of each of clauses (x) and (y), relating to acquisitions or other Investments or Capital Expenditures or acquisitions of IP Rights to the extent expected to be consummated or made, in each case during the period of eight consecutive fiscal quarters of the Borrower following the end of such period (or if committed to be made during such eight consecutive fiscal quarter period, during the period or, at the option of two consecutive fiscal quarters of the Parent Borrower, paid after Borrower following the end of such period and prior to the date the Excess Cash Flow prepayment is due (it being understood eight fiscal-quarter period); provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Excluded acquisition or other Investment, Capital Expenditures or acquisitions of IP Rights during such period of eight consecutive fiscal quarters is less than the Contract Amounts are not actually paid as Consideration (or if committed in a subsequent to during such eight consecutive fiscal quarter period, two consecutive fiscal quarters of the Borrower following the end of such eight fiscal-quarter period), the amount of such shortfall shall be added back in calculating to the calculation of Excess Cash Flow for at the end of such subsequent period of eight consecutive fiscal quarters (or if committed to during such eight consecutive fiscal quarter period, two consecutive fiscal quarters of the Borrower following the end of such eight fiscal-quarter period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that any such amounts described in the foregoing clauses (1) through (12) that have not been applied to reduce the prepayments shall only which may be required under due from time to time pursuant to this Section 2.05(b)(i) if shall be carried over to subsequent fiscal years, and may reduce the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets prepayments due from time to time pursuant to this Section 7.05(j)2.05(b)(i) during such fiscal years, or until such time as such amounts have been used to reduce such prepayments which may be due from time to time minus (yC) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% greater of all such Net Proceeds received. (iiix) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) $600,000,000 and (b)(ixy) below an aggregate principal amount beginning with the first day of Term Loans in the fiscal quarter ending June 25, 2022, an amount equal to 10025% of all Net Proceeds received therefrom on or prior to LTM Consolidated EBITDA at the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary time of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (includingprepayment; provided further that, for the avoidance of doubt, as a result only amounts in excess of the termination greater of any Class (x) $600,000,000 and (y) beginning with the first day of Revolving Credit Commitments on the Maturity Date with respect thereto)fiscal quarter ending June 25, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in 2022, an aggregate amount equal to such excess25% of LTM Consolidated EBITDA (at the election of the Borrower, with unused amounts described in this clause (C) carried forward to the next succeeding fiscal year and; provided that in the Borrowers shall not be required to Cash Collateralize the L/C Obligations event that a prepayment is due in respect of a fiscal year pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms2.05(b)(i), (A) each prepayment of Term Loans the Borrower my elect, in its sole discretion, to use amounts pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and clause (C) each that would otherwise be available for the next succeeding fiscal year, which usage shall reduce such prepayment shall be paid amounts available to the Appropriate Lenders Borrower in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (iinext succeeding fiscal year), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) The Borrower shall, on each Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31Day, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi)if applicable, (ixI) and prepay (xiwith no corresponding commitment reduction) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced Loans owed by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end Borrower and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option comprising part of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans same Borrowings in an amount equal to the amount by which (A) the sum of (x) the aggregate principal amount of the Revolving Loans owed by the Borrower and then outstanding plus (y) the aggregate Letter of Credit Obligations then outstanding exceeds (B) the Line Cap (except as a result of Protective Revolving Loans made under Section 2.01(c) and not outstanding for more than 90 consecutive days) and (II) if, after giving effect to the prepayment in full of the Revolving Loans, the amount of Letter of Credit Obligations that has not at that time been Cash Collateralized exceeds the Line Cap, Cash Collateralize (such cash collateral to be deposited to the L/C Cash Deposit Account) an amount of Letter of Credit Obligations so that the amount of Letter of Credit Obligations that has not at that time been Cash Collateralized no longer exceeds the Line Cap; provided that in respect of any prepayment or Cash Collateralization under this subsection directly attributable to any adjustment of Reserves, such prepayment or Cash Collateralization shall be made not later than the Business Day immediately following the date such adjusted Reserves became effective. (ii) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale (other than a Specified Sale) or Casualty Event that results from the sale or other disposition of Accounts or Inventory that in each case constitutes Collateral, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to prepay the Loans and, unless the conditions set forth in Section 3.02 are at the time satisfied and a Responsible Officer of the Borrower shall have delivered to the Agent a certificate to such effect (in which case such amounts may be transferred by the Borrower to a Collection Account and used by the Borrower and its Subsidiaries for general corporate purposes), to Cash Collateralize (such cash collateral to be deposited to the L/C Cash Deposit Account) the Letter of Credit Obligations in the following order: first to the ratable prepayment of the outstanding Revolving Loans until all such Net Proceeds receivedLoans have been prepaid in full, and second to Cash Collateralize the Letter of Credit Obligations (if required). (iii) [Reserved.]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds[Reserved.] (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance Each prepayment of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations principal pursuant to this Section 2.05(b)(v2.10(b) unless after shall be applied first to outstanding Base Rate Loans up to the full amount thereof and then to outstanding Eurodollar Rate Loans up to the full amount thereof. Each prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans made pursuant to this Section 2.05(b2.10(b) shall be applied to made together with any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior interest accrued to the date of such prepayment (provided that, in on the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate principal amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together withprepaid and, in the case of any such prepayment of a Eurocurrency Eurodollar Rate Loan on a date other than the last day of an Interest Period thereforor at its maturity, any additional amounts owing which the Borrower shall be obligated to reimburse to the Lenders in respect of such Eurocurrency Rate Loan thereof pursuant to Section 3.05. Notwithstanding 9.04(c). (vi) The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to Lenders. (vii) No prepayment of Revolving Loans or Cash Collateralization made pursuant to this Section 2.10(b) shall reduce the other provisionRevolving Credit Commitments or the Letter of Credit Commitments.

Mandatory. (i) Within five (5) Business Days after financial statements have been If at any time the aggregate outstanding Loans exceed the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.01(a6.02(e), within 10 Business Days after delivery of such Borrowing Base Certificate, the Borrower shall either (x) (commencing with the fiscal year ending March 31make additional Intercompany Secured Loans to Subsidiary Guarantors, 2018) and the related Compliance Certificate has been delivered pursuant Subsidiary Guarantors shall pledge additional Loan Receivables to Section 6.02(a)the Borrower as collateral, the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal sufficient to (increase the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior Borrowing Base to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by an amount not less than the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term then outstanding Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit permanently repay outstanding Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the Borrowers shall not be principal repaid together with any additional amounts required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect3.05. (viii) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), Promptly following (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes Intercompany Secured Loan, if as a result of Term such repayment the aggregate outstanding Loans (except that (Iexceed the Borrowing Base as reflected in the Borrowing Base Certificate most recently delivered pursuant to Section 6.02(e) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If any time at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of which the aggregate outstanding principal Loans exceed the then outstanding aggregate amount of Intercompany Secured Loans plus Unrestricted Cash held by the Term Borrower (in an amount not to exceed $250.0 million) then, within 10 Business Days after such repayment the Borrower shall either (x) make additional Intercompany Secured Loans to Subsidiary Guarantors with the proceeds of such repayment, and each such Additional First Lien Indebtedness at such time); providedthe Subsidiary Guarantors shall pledge additional Loan Receivables to the Borrower as collateral, that in an amount sufficient to increase the portion of Excess Cash Flow or Net Proceeds otherwise required Borrowing Base to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall an amount not exceed less than the amount of Excess Cash Flow then outstanding Loans; or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and (y) to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans proceeds are not utilized in accordance with the terms hereof; providedforegoing clause (x), further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term permanently repay outstanding Loans in accordance with, and an aggregate amount equal to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)excess. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on a date other than the last day of an Interest Period therefor, principal repaid together with any additional amounts owing in respect of such Eurocurrency Rate Loan required pursuant to Section 3.05. Notwithstanding any the foregoing, each prepayment of Loans pursuant to this Section 2.03(b)(ii) that is made on or prior to the first anniversary of the other provisionClosing Date shall be accompanied by a premium payable by the Borrower to the ratable account of the Lenders equal to 1.00% of the principal amount of the Loans so prepaid.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with To the fiscal year ending March 31, 2018) and extent that the related Compliance Certificate has been delivered pursuant to Section 6.02(a)Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $10,000,000, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the “ECF Payment Amount”) (A) Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.07, then on or before the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by 365th day after such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due Asset Sale to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of that, within such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v)365 day period, the actual purchase price paid in cash or Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to all such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed prepayments to be made) applied as set forth in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Yiii) to the extent there is an equivalent permanent reduction in commitments thereunderbelow), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures Total Outstandings at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)Aggregate Commitments, the Borrowers Borrower shall promptly immediately prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds L/C Borrowings, the aggregate Revolving Credit Total Outstandings exceed the Aggregate Commitments then in effect. (viiii) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment Prepayments of Term Loans the Facility made pursuant to this Section 2.05(b2.04(b) shall be applied applied, first, ratably to any Class the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of Term Loans then outstanding as directed by prepayments under Section 2.04(b)(ii) only, to Cash Collateralize the Parent Borrower (on behalf remaining L/C Obligations; and, in the case of prepayments of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment Facility required pursuant to clauses clause (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at least four (4) Business Days prior to the date of such prepayment (provided thattime and, in the case of clause prepayments under Section 2.04(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (iiwithout any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or (iv) the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in2.04(b) such notice if such prepayment would have resulted from shall not result in a refinancing of all or any portion permanent reduction of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymentCommitments. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Administrative Agent notifies the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effect at such time (including, for the avoidance of doubt, including as a result of a fluctuation in the termination Spot Rate of over 3% from the original Spot Rate in respect of any Class of L/C Obligations or Revolving Credit Commitments on the Maturity Date with respect theretoLoan denominated in an Alternative Currency), then, within five Business Days after receipt of such notice, the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed the Revolving Credit Facility then in effect; provided provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(i) unless unless, after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds Loans, the aggregate Total Revolving Credit Commitments Outstandings exceed the Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (viii) Except with respect to Loans incurred as otherwise provided in connection with any Refinancing AmendmentSection 2.16, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment prepayments of Term Loans the Revolving Credit Facility made pursuant to this Section 2.05(b) ), first, shall be applied ratably to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of L/C Borrowings and the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Swing Line Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness second, shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect ratably to the applicable Class of Term outstanding Revolving Credit Loans, each prepayment pursuant and, third, shall be used to clauses (i) through (iv) Cash Collateralize the remaining L/C Obligations in full. Upon the drawing of this Section 2.05(b) any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the scheduled installments of principal thereof following the date of prepayment pursuant Administrative Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to Section 2.07(a) as directed by the Parent Borrower (on behalf of reimburse the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to L/C Issuer or the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii)applicable Revolving Credit Lenders, as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with In the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)event of any termination of any Tranche of Revolving Credit Commitments, the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi)shall, (ix) and (xi) belowon the date of such termination, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) repay or prepay all voluntary prepayments, repurchases or redemptions of outstanding Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) Tranche and replace all voluntary prepayments, repurchases or redemptions outstanding Letters of Term Loans (including, Credit and/or Cash Collateralize the L/C Obligations in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties in the case of Term Loans (x) prepaid pursuant to manner described in Section 2.05(a)(v2.03(g), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) . If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans of any Tranche of Revolving Credit Commitments at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class amount of Revolving Credit Commitments on the Maturity Date with respect thereto)of such Tranche then in effect, the Borrowers shall promptly immediately prepay or cause to be promptly prepaid all outstanding Revolving Credit Loans and Swing Line Loans of such Tranche and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(i) unless unless, after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount of the applicable Tranche, the Total Outstandings exceeds the aggregate Total Revolving Credit Commitments then in effect. Mandatory prepayments of any Tranche of Revolving Credit Loans shall be made on a pro rata basis among the outstanding Revolving Credit Loans of such Tranche. (viii) Except Not later than the fifth Business Day following the completion of any Asset Sale or Permitted Sale Leaseback Transaction and/or not later than the tenth Business Day following the occurrence of any Recovery Event and, in each case, the receipt of Net Cash Proceeds resulting therefrom by any Loan Party or any Restricted Subsidiary, ESI shall apply the Required Prepayment Percentage of such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans incurred and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi) provided that such prepayment shall only be required under this clause (ii) if the net amount required to be prepaid in any fiscal year is greater than or equal to $25,000,000. For the avoidance of doubt, no prepayments shall be required in connection with the Arysta Sale at any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request time before or after the Closing Date. (iii) In the event that any Borrower or any Incremental Amendment Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness of any Borrower or any Restricted Subsidiary, in each case, that is not permitted pursuant to Section 8.02, the Borrowers shall, substantially simultaneously with (which may be prepaid on a less and in any event not later than pro rata basis the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Borrower or such Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with its termsSection 2.05(b)(vi). (iv) Commencing with the fiscal year ending on December 31, 2019, no later than 90 days after the end of each fiscal year of ESI, the Borrowers shall prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi), in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less the aggregate amount of all Voluntary Prepayments during such fiscal year; provided that such prepayment shall only be required under this clause (iv) if the net amount required to be prepaid in any fiscal year is greater than or equal to $25,000,000. (v) ESI shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.05(b), (Ai) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed a certificate signed by the Parent Borrower (on behalf a Responsible Officer of the applicable BorrowersBorrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without the extent practicable, at least a pro rata repayment three Business Days prior written notice of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) and at least ten Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(ii), (iii) or (iiiv) would (and, in each case, the Administrative Agent shall promptly notify each Lender). Each notice of prepayment shall be requiredsubstantially in the form of Exhibit I and shall specify the prepayment date, a the Class, Tranche and Type of each Loan Party is required being prepaid and the principal amount of each Loan (or portion thereof) to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness be prepaid. All prepayments of Borrowings pursuant to this Section 2.05 shall be subject to Section 3.05, but shall otherwise be without premium or penalty. (vi) Mandatory prepayments under Sections 2.05(b)(ii), (iii) and (iv) shall be applied: first, to prepay outstanding Term Loans on a pro rata basis (in accordance with the terms respective outstanding principal amounts thereof) to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Term Loans so prepaid), subject to the provisions of sub-paragraph (viii) below and any re-offer described therein; second, at any time when there shall be no Term Loans outstanding, to prepay outstanding Revolving Credit Loans on a pro rata basis among the relevant Tranches of Revolving Credit Loans to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Revolving Credit Loans so prepaid), with no corresponding reduction of the documentation governing Revolving Credit Commitments; and third, at any time when there shall be no Term Loans outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to 103% of the aggregate undrawn face amount of all such Additional First Lien Indebtedness with amounts Letters of Credit) as described in Section 2.05(b)(i) or (ii2.03(g), then with no corresponding reduction of the Revolving Credit Commitments; with any remaining amounts being retained by the Borrowers may apply such to be used in accordance with the provisions of this Agreement. (vii) Mandatory prepayments described of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.05(b)(i) or (ii) 2.07. Such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term Loans and being prepaid irrespective of whether such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount Term Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that if no Lenders decline a given mandatory prepayment of the Term Loans and each such Additional First Lien Indebtedness at such time); providedas described below, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance then, with Section 2.05(b)(i) or (ii), as applicable, allocated respect to such Additional First Lien Indebtedness shall not exceed mandatory prepayment, the amount of Excess Cash Flow or Net Proceeds required to such mandatory prepayment shall be allocated to such Additional First Lien Indebtedness pursuant to applied in the terms thereof, and to case of the extent the required prepayment applicable principal amount of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment Tranche of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance withbeing so prepaid, and first to Term Loans that are Base Rate Loans to the full extent required by, thereof before application to Term Loans that are Eurocurrency Rate Loans in a manner that minimizes the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing amount of any mandatory prepayment of Term Loans payments required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to by the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan Borrowers pursuant to Section 3.05. Notwithstanding anything herein to the contrary, any Term Loan Lender may elect, by notice to the Administrative Agent by facsimile at least eight Business Days prior to the applicable prepayment date, to decline all of any prepayment of its Term Loans pursuant to Section 2.05(b)(ii), (iii) or (iv), in which case the aggregate amount of the other provisionprepayment that would have been applied to prepay such Term Loans but was so declined shall be retained by the Borrowers (such retained amounts, the “Retained Declined Proceeds”) to be used in accordance with the provisions of this Agreement.

Mandatory. (i) Within five (5) For any Excess Cash Flow Period, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, prepay an aggregate principal amount of the Term Loans for which the Borrower is responsible in an amount equal to (the “ECF Payment Amount”) (A) 50% (as may be adjusted pursuant to the Applicable ECF Percentage proviso below) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements minus (B) the sum of (without duplication): (1) all the aggregate amount of voluntary prepaymentsprincipal prepayments of the Loans or Indebtedness that is pari passu in right of payment and security with the Initial Term Loans, repurchases or redemptions of Revolving Credit Loans in each case, made during such fiscal year or after year-end the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to when such the date on which the relevant Excess Cash Flow prepayment is due or would be required to be made (including prepayments at a discount to par and open market purchases, with credit given for the extent actual amount of the cash payment, and prepayments in connection with the lender replacement provisions (xincluding pursuant to Section 3.08)) financed with internally generated cash or the proceeds (except prepayments of Loans under any Revolving Credit Loans Tranche or any other revolving credit loans Indebtedness that is pari passu in right of payment and (y) security with the Revolving Credit Commitments that are permanently reduced not accompanied by a corresponding permanent commitment reduction of the amount Revolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of such paymentsSpecified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) all the aggregate amount of voluntary prepayments, repurchases principal prepayments of the Second Lien Loans or redemptions Indebtedness that is pari passu in right of Term Loans (includingpayment and security with the Second Lien Loans, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v)each case, the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to when such the date on which the relevant Excess Cash Flow prepayment is dueor would be required to be made (including prepayments at a discount to par and open market purchases, to with credit given for the extent financed actual amount of the cash payment, and prepayments in connection with internally generated cash the lender replacement provisions) (except prepayments of Second Lien Loans under any revolving tranche or the proceeds of any Revolving Credit Loans or any other revolving credit loansIndebtedness that is pari passu in right of payment and security with the Second Lien Loans that are not accompanied by a corresponding permanent commitment reduction of the revolving tranches), (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the each case of any revolving credit loans, other than to the extent that revolving credit commitments are permanently reduced by the amount of any such payments) to the extent financed prepayment is funded with internally generated cash or the proceeds of any Revolving Second Lien Credit Loans Agreement Refinancing Indebtedness or any other revolving credit loans, long-term Indebtedness, (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (4) the amount portion of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due applied (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans Borrower or any other revolving credit loansRestricted Subsidiary is required by the terms thereof) to prepay, (5) repay or purchase Indebtedness that is pari passu in right of payment and security with the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Initial Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (5) the amount of capital expenditures either made in cash by the Borrower or any of its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (6) the aggregate amount of cash consideration paid by the Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with the Acquisition) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (7) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(7) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and any deferred payments in connection with the Acquisition) or made pursuant to Section 7.05 or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and acquisitions were financed with internally generated cash or capital expenditures during such period of four consecutive fiscal quarters is less than the proceeds of Revolving Credit Loans or any other revolving credit loansContract Consideration, (8) the amount of Restricted Payments paid in cash (or committed such shortfall shall be added to be paid) during the calculation of Excess Cash Flow at the end of such period or, at of four consecutive fiscal quarters; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the option Consolidated First Lien Net Leverage Ratio as of the Parent Borrowerlast day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.40:1.00 or 3.90:1.00, paid respectively (the amount described in this clause (i), the “ECF Prepayment Amount”); provided, further that no prepayment shall be required with respect to any Excess Cash Flow Period unless the ECF Prepayment Amount exceeds the greater of $10,000,000 and 6% of Four Quarter Consolidated EBITDA and, in such case, the ECF Prepayment Amount shall be the amount in excess thereof; provided, further that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25% or 0%, then such period and prior reduced percentage applicable to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses apply. (1) through (12), without duplication of If any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower Asset Sale or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which (or series of related Asset Sales or Casualty Events) results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of aggregate Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA (“Relevant Transaction”), then, except to the extent the Borrower elects in a written notice to reinvest all or a portion of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Cash Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of all the Net Cash Proceeds received therefrom on from such Relevant Transaction within 15 Business Days of receipt thereof (or prior to the date which is five (5) within 15 Business Days after the receipt later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Parent Borrower or such Restricted Subsidiary Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net ProceedsCash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further that only the amount of Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA for any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) shall be subject to prepayment pursuant to this Section 2.05(b)(ii) and, in such case, the required prepayment shall be only the amount in excess thereof. (v2) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall prepay an aggregate principal amount of Term Loan Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (3) Upon the incurrence by the Borrower or any Restricted Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (4) If for any reason the aggregate sum of the Total Revolving Credit Exposures Outstandings or the sum of outstanding Specified Refinancing Revolving Loans at any time exceeds exceed the aggregate sum of the applicable Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect theretopursuant to Section 2.06), the Borrowers Borrower shall promptly immediately prepay or cause to be promptly prepaid the Loans under the applicable Revolving Credit Loans and Swing Line Loans Tranche and/or Cash Collateralize the L/C Obligations related thereto in an aggregate amount equal to such excess; provided provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds Outstandings or the outstanding Specified Refinancing Revolving Loans, as the case may be, exceed the aggregate Revolving Credit Commitments or the commitments to make Specified Refinancing Revolving Loans, as the case may be, then in effect. (vi5) Except with respect Subject to Loans incurred in connection with any Refinancing AmendmentSection 2.17, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of each Term Loans then outstanding as directed by the Parent Borrower (Loan Tranche on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any earlier maturing Classes amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Term Loans Loan Tranche receiving less than such Pro Rata Share) (except that other than a prepayment of (Ix) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loans may specify that one Loan Tranche or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and Revolving Tranche, as applicable, being refinanced pursuant thereto or (IIy) any prepayment of Term Loans with the Net Proceeds proceeds of Credit Agreement any Refinancing Indebtedness Notes issued to the extent permitted under Section 7.01(a), which shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the remaining scheduled installments of principal thereof following the date of prepayment pursuant with respect to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, Term Loan Tranche in direct order of maturity); and (C. Each prepayment of Term Loans under a Facility pursuant to this Section 2.05(b) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) applied on a pro rata basis to the Term then outstanding Base Rate Loans and SOFR Loans under such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time)Facility; providedprovided that, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata if there are no Declining Lenders with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such Additional First Lien Indebtedness owed prepayment pursuant to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereofSection 3.06. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii6) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate SOFR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate SOFR Loan pursuant to Section 3.053.06 and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iii). Notwithstanding any of the other provisionprovisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of SOFR Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (7) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Non-U.S. Subsidiary (or a U.S Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.05(b)(i) are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds or E

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) commencing with the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that (A) if the Borrower is unable to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans prepay all or any other revolving credit loans and portion (ya "shortfall amount") of the Revolving Credit Commitments are permanently reduced by the principal amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of the Term Loans (including, in the case of Term Loans (xrequired by this Section 2.05(b)(i) prepaid pursuant with respect to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that for any fiscal year solely because no funds are available to the extent Borrower to make such Capital Expenditures prepayment (such availability to be determined after giving effect to funds held by, or acquisitions are not actually made as committed in a subsequent periodavailable to, such amount shall Restricted Subsidiaries that may be added back in calculating Excess Cash Flow for such subsequent period)remitted after receipt of all necessary regulatory approvals, directly or indirectly, to the extent financed with internally generated cash or the proceeds of Borrower but not taking into account any Revolving Credit Loans or Indebtedness that may be incurred by any Restricted Subsidiaries) other revolving credit than funds held by any Regulated Subsidiary which funds may not be remitted to an Unregulated Person, whether pursuant to intercompany loans, (5) distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur, then the aggregate amount Borrower shall not be required to make the portion of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior prepayment equal to the shortfall amount until the date the Excess Cash Flow prepayment on which any Regulated Subsidiary is due (it being understood that able to the extent remit such payments are not actually made as committed in funds to an Unregulated Person without causing a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, Mandatory Prepayment Net Capital Deficiency and (B) such percentage shall be reduced to (1) 25% if the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess Leverage Ratio as of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each last day of the immediately preceding clauses four fiscal quarters was less than 4.0:1 and (12) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) 0% if the ECF Payment Amount for Leverage Ratio as of the relevant last day of the immediately preceding four fiscal year equals an amount that is greater quarters was less than $50,000,0003.0:1. (ii) (A) If (x) Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (1) permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) , (▇), (▇), (▇) or (n) or (2) consummated by any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to Section 7.05(jintercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), or (y) any Casualty Event occurs(other than any Casualty Event with respect to any Regulated Subsidiary to the extent, which and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), which, in either case, in the aggregate results in the realization or receipt by Holdings, the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, in excess of $1,000,000 in any fiscal year, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Cash Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the date which is five (5) Business Days after Borrower shall have given written notice to the receipt by the Parent Borrower Administrative Agent of its intention to reinvest all or such Restricted Subsidiary a portion of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i2.05(b)(ii)(B) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to which election may only be made pursuant to clauses (i) through (iv) if no Event of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(bDefault has occurred and is then continuing), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision;

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant The Borrowers shall, on the applicable Prepayment Date with respect to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) Net Cash Proceeds received by any Loan Party from (A) the Applicable ECF Percentage sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of Excess Cash Flowany assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, if anylease, for transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the fiscal year covered by such financial statements minus (B) the sum definition of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end Certain Permitted Dispositions and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash any sale, lease transfer or other disposition of assets the proceeds Net Cash Proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) which are reinvested in assets used in the Revolving Credit Commitments are permanently reduced by operation of the amount business within 18 months of receipt of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(vproceeds), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount incurrence or issuance by any Loan Party or any of its Subsidiaries of any scheduled repayment of Term Loans Debt (other than Debt permitted to be incurred or issued pursuant to Section 2.075.02(b), and (C) any mandatory prepayment but including the Net Cash Proceeds from the issuance of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not Senior Notes in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans Net Cash Proceeds required to repay the Bridge Loan Facility), and (YC) all prepayments in respect any Extraordinary Receipt received by or paid to or for the account of any other revolving credit facility, except Loan Party or any of its Subsidiaries and not otherwise included in the case of clause (YA) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6B) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment above (other than clauses (b) or (y) any Extraordinary Receipts which are reinvested in assets used in the operation of the definition business within 18 months of “Permitted Investments”) or Investment permitted under 7.06receipt of such proceeds), in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the prepay an aggregate principal amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option Term Loan Advances comprising part of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due same Term Loan (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required application to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xiii) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the amount of such excess; provided Net Cash Proceeds, provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred any payment referred to in connection with any Refinancing Amendmentclause (A) above, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment the Net Cash Proceeds from the sale of Collateral (which may be prepaid on a less other than pro rata basis as set forth in accordance with its termsclauses (i), (Aii), (iii) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of the definition of Certain Permitted Dispositions) in which the lenders under the Revolving Credit Facility have a prior lien shall first be applied to repay advances, if any, under the Revolving Credit Facility. (ii) All prepayments under this Section 2.05(bsubsection (b) shall be applied to the scheduled installments of principal made together with accrued interest thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided thaton the principal amount prepaid, in together with any amounts owing pursuant to Section 8.04 and shall be applied ratably to each remaining scheduled repayment of the case Term Loan Advances. If any payment of clause (ii) or (iv) of Eurodollar Rate Advances otherwise required to be made under this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Term Loan Advances; provided, however, that such Term Loan Advances shall continue to bear interest as set forth in Section 2.06 until the last day of the applicable Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with In the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)event of any termination of any Tranche of Revolving Credit Commitments, the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi)shall, (ix) and (xi) belowon the date of such termination, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) repay or prepay all voluntary prepayments, repurchases or redemptions of outstanding Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) Tranche and replace all voluntary prepayments, repurchases or redemptions outstanding Letters of Term Loans (including, Credit and/or Cash Collateralize the L/C Obligations in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties in the case of Term Loans (x) prepaid pursuant to manner described in Section 2.05(a)(v2.03(g), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) . If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans of any Tranche of Revolving Credit Commitments at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class amount of Revolving Credit Commitments on the Maturity Date with respect thereto)of such Tranche then in effect, the Borrowers shall promptly immediately prepay or cause to be promptly prepaid all outstanding Revolving Credit Loans and Swing Line Loans of such Tranche and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(i) unless unless, after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount of the applicable Tranche, the Total Outstandings exceeds the aggregate Total Revolving Credit Commitments then in effect. Mandatory prepayments of any Tranche of Revolving Credit Loans shall be made on a pro rata basis among the outstanding Revolving Credit Loans of such Tranche. (viii) Except Not later than the fifth Business Day following the completion of any Asset Sale or Permitted Sale Leaseback Transaction and/or not later than the tenth Business Day following the occurrence of any Recovery Event and, in each case, the receipt of Net Cash Proceeds resulting therefrom by any Loan Party or any Restricted Subsidiary, ESI shall apply the Required Prepayment Percentage of such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans incurred and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi) provided that such prepayment shall only be required under this clause (ii) if the net amount required to be prepaid in any fiscal year is greater than or equal to $25,000,000. For the avoidance of doubt, no prepayments shall be required in connection with the Arysta Sale at any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request time before or after the Closing Date. (iii) In the event that any Borrower or any Incremental Amendment Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any Indebtedness of any Borrower or any Restricted Subsidiary, in each case, that is not permitted pursuant to Section 8.02, the Borrowers shall, substantially simultaneously with (which may be prepaid on a less and in any event not later than pro rata basis the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Borrower or such Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with its termsSection 2.05(b)(vi). (iv) Commencing with the fiscal year ending on December 31, 2019, no later than 90 days after the end of each fiscal year of ESI, the Borrowers shall prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi), in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less the aggregate amount of all Voluntary Prepayments during such fiscal year; provided that such prepayment shall only be required under this clause (iv) if the net amount required to be prepaid in any fiscal year is greater than or equal to $25,000,000. (v) ESI shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.05(b), (Ai) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to any Class of Term Loans then outstanding as directed a certificate signed by the Parent Borrower (on behalf a Responsible Officer of the applicable BorrowersBorrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without the extent practicable, at least a pro rata repayment three Business Days prior written notice of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) and at least ten Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(ii), (iii) or (iiiv) would (and, in each case, the Administrative Agent shall promptly notify each Lender). Each notice of prepayment shall be requiredsubstantially in the form of Exhibit I and shall specify the prepayment date, a the Class, Tranche and Type of each Loan Party is required being prepaid and the principal amount of each Loan (or portion thereof) to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness be prepaid. All prepayments of Borrowings pursuant to this Section 2.05 shall be subject to Section 3.05, but shall otherwise be without premium or penalty. (vi) Mandatory prepayments under Sections 2.05(b)(ii), (iii) and (iv) shall be applied: first, to prepay outstanding Term Loans on a pro rata basis (in accordance with the terms respective outstanding principal amounts thereof) to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Term Loans so prepaid), subject to the provisions of sub-paragraph (viii) below and any re-offer described therein; second, at any time when there shall be no Term Loans outstanding, to prepay outstanding Revolving Credit Loans on a pro rata basis among the relevant Tranches of Revolving Credit Loans to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Revolving Credit Loans so prepaid), with no corresponding reduction of the documentation governing Revolving Credit Commitments; and third, at any time when there shall be no Term Loans outstanding, to Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to 103% of the aggregate undrawn face amount of all such Additional First Lien Indebtedness with amounts Letters of Credit) as described in Section 2.05(b)(i) or (ii2.03(g), then with no corresponding reduction of the Revolving Credit Commitments; with any remaining amounts being retained by the Borrowers may apply such to be used in accordance with the provisions of this Agreement. (vii) Mandatory prepayments described of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.05(b)(i) or (ii) 2.07. Such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term Loans and being prepaid irrespective of whether such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount Term Loans are Base Rate Loans, RFR Loans, EURIBO Rate Loans or Term SOFR Loans; provided that if no Lenders decline a given mandatory prepayment of the Term Loans and each such Additional First Lien Indebtedness at such time); providedas described below, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance then, with Section 2.05(b)(i) or (ii), as applicable, allocated respect to such Additional First Lien Indebtedness shall not exceed mandatory prepayment, the amount of Excess Cash Flow or Net Proceeds required to such mandatory prepayment shall be allocated to such Additional First Lien Indebtedness pursuant to applied in the terms thereof, and to case of the extent the required prepayment applicable principal amount of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment Tranche of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance withbeing so prepaid, and first to Term Loans that are Base Rate Loans to the full extent required bythereof before application to Term Loans that are EURIBO Rate Loans, Term SOFR Loans or RFR Loans in a manner that minimizes the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing amount of any mandatory prepayment of Term Loans payments required to be made by the Borrowers pursuant to clauses Section 3.05. For the avoidance of doubt, the 2023 Incremental Tranche A Term Loans shall participate in such mandatory prepayments on a pro rata basis with the Tranche B-1 Term Loans (i) through (iv) based on the principal amount of this Section 2.05(b) 2023 Incremental Tranche A Term Loans and the Tranche B-1 Term Loans outstanding on such date of prepayment). Notwithstanding anything herein to the contrary, any Term Loan Lender may elect, by notice to the Administrative Agent by facsimile at least four (4) eight Business Days prior to the date applicable prepayment date, to decline all of such any prepayment of its Term Loans pursuant to Section 2.05(b)(ii), (provided that, in the case of clause (iiiii) or (iv), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be retained by the Borrowers (such retained amounts, the “Retained Declined Proceeds”) to be used in accordance with the provisions of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymentAgreement. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within In the event, and on each occasion, that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) such Net Cash Proceeds are received (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (includingor, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid a Prepayment Event described in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of the term “Permitted InvestmentsPrepayment Event”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) the Parent Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(j), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to before the date which is ten (10) next succeeding Business Days after Day following the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary occurrence of such Net ProceedsPrepayment Event), prepay the Revolving Credit Facility in an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all the amount of such Net Cash Proceeds received therefrom on or prior (such mandatory prepayments to be applied as set forth in clause (ii) below). (ii) Each prepayment of the Revolving Credit Facility pursuant to Section 2.05(b)(i) and (vi) shall be applied to the date which is five Revolving Credit Facility (5without permanent reduction of the Commitments except as provided in Section 2.06(a)(ii)) in the manner set forth in clause (iv) or clause (vii), as applicable, of this Section 2.05(b). (iii) If (A) the Administrative Agent notifies the Borrower that the aggregate outstanding principal amount of Revolving Credit Loans exceeds the Revolving Funded Debt Sublimit in effect at such time, then, within two Business Days after the receipt by the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason notice, the aggregate Borrower shall prepay Revolving Credit Exposures Loans in an aggregate amount sufficient to reduce such outstanding principal amount of Revolving Credit Loans as of such date of payment to an amount not to exceed the Revolving Funded Debt Sublimit then in effect, (B) the Administrative Agent notifies the Borrower at any time exceeds that the aggregate Total Revolving Outstandings at such time exceed the Aggregate Revolving Credit Commitments then Commitment in effect (includingat such time, for the avoidance then, within two Business Days after receipt of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)such notice, the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed the Aggregate Revolving Credit Commitment then in effect; provided provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(iii) unless unless, after the prepayment in full of the Revolving Credit Loans and Swing Line Loans Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitment then in effect or (C) the Administrative Agent notifies the Borrower at any time that the Total L/C Outstandings at such time exceed the Aggregate L/C Sublimit in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount exceeds as of such date of payment to an amount not to exceed the aggregate Revolving Credit Commitments Aggregate L/C Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (viiv) Except with respect to Loans incurred as otherwise provided in connection with any Refinancing AmendmentSection 2.16 or clause (vii) below, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment prepayments of Term Loans the Revolving Credit Facility made pursuant to this Section 2.05(b) ), first, shall be applied ratably to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term LoansL/C Borrowings, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness second, shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect ratably to the applicable Class of Term outstanding Revolving Credit Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) and, third, shall be applied used to Cash Collateralize the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, remaining L/C Obligations in direct order of maturity)full; and (C) each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided thatand, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (ii) or (ivi) of this Section 2.05(b), the Parent amount remaining, if any, after the prepayment in full of all L/C Borrowings, and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower may rescind for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Lenders, as applicable. (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section 2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or delay the date of prepayment identified ina portion thereof) such notice shall be required to be made if such prepayment would have resulted from a refinancing (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of all Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or any portion transfer of cash intra group and the fiduciary and statutory duties of the applicable Facility directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or other conditional eventportion thereof, which refinancing or other conditional event dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not be consummated require (x) any expenditure in excess of a nominal amount of funds or shall otherwise be delayed(y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)). Each Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such notice prepayment) required under Section 2.05(b)(i), the Borrower shall specify make such prepayment in an amount equal to the date lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and provide (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto). (vi) In the event, and on each occasion, at the close of any Business Day (the “Test Date”), the aggregate unrestricted cash and Cash Equivalents (a) of the Borrower and its Subsidiaries exceeds $45,000,000 or (b) of the Non-Loan Parties exceeds $40,000,000 (a reasonably detailed calculation “Trigger Event”), in either case for each of the preceding three Business Days, the Borrower shall prepay the Revolving Credit Loans in an aggregate amount equal to 100% of the amount of such prepayment. Such notice may also specify excess such that after giving effect to such repayment, the Borrower and its Subsidiaries and/or the Non-Loan Parties, as applicable, do not hold unrestricted cash and Cash Equivalents in amounts in excess of the above (such mandatory prepayments to be applied as set forth in clause (ii) above) on or prior to (A) the first Business Day after the Test Date or (B) the third Business Day after the Test Date solely with respect to any cash held in a portion deposit account owned by a Foreign Subsidiary of the Borrower required to be used for such prepayment (each of such prepayment to come from more than one Borrower so long asdates, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymenta “Repayment Deadline”) . (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five If any Loan Party or any of its Subsidiaries Disposes of any property (5) Business Days after financial statements have been delivered pursuant to other than any Disposition of any property permitted by Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi7.05(b), (ixc), (d), (e), (f) and (xig) below(other than Section 7.05(g)(iii))) which results in the realization by such Person of Net Cash Proceeds (when aggregated with the Net Cash Proceeds received by all Loan Parties during such year) in excess of $250,000 in any year, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage 100% of Excess such Net Cash Flow, if any, for the fiscal year covered Proceeds immediately upon receipt thereof by such financial statements minus Person (Bsuch prepayments to be applied as set forth in clauses (v) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (yviii) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(vbelow), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000. (ii) If (x) Upon the Parent Borrower sale or issuance by any Loan Party or any Restricted Subsidiary Disposes of its Subsidiaries of any property of its Equity Interests (other than Excluded Issuances and any sales or assets pursuant issuances of Equity Interests to Section 7.05(janother Loan Party), or (y) any Casualty Event occurs, which results in the realization or receipt by the Parent Borrower or Restricted Subsidiary of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or any Restricted Subsidiary of such Net Proceeds, prepay an aggregate principal amount of Term Loans in an amount equal to Loans, Cash Collateralize Letters of Credit and Cash Collateralize the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If the Parent Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii), or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans, Cash Collateralize Letters of Credit and Cash Collateralize the DPLC Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to (A) any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five (5) Business Days of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 150 days after the receipt thereof, utilize such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)) and (B) any other Extraordinary Receipt, at the election of the Borrower (as notified by the Parent Borrower to the Administrative Agent on or prior to the date of receipt of such other Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may, within 150 days after the receipt thereof, utilize an amount not exceeding 66 2/3% of such Net ProceedsExtraordinary Receipt to (x) acquire, repair or maintain fixed or capital assets or (y) acquire inventory (and, to the extent so utilized, shall not be required to prepay Loans as set forth in this Section 2.05(b)(iv)); and provided, further, however, that any cash proceeds not so applied as provided in clauses (A) and (B) above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment made or Cash Collateral furnished pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility and the DPLC Obligations in the manner set forth in clause (viii) of this Section 2.05(b). (vi) If for any reason the aggregate Total Revolving Credit Exposures Outstandings at any time exceeds exceed the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)Facility at such time, the Borrowers Borrower shall promptly immediately prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided that . (vii) If for any reason the Borrowers Total Revolving Credit Outstandings denominated in Alternative Currencies at any time exceed the Alternative Currency Sublimit at such time, the Borrower shall not be required to immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations pursuant (other than the L/C Borrowings) in an aggregate amount equal to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effectexcess. (viviii) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request Prepayments made or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans Cash Collateral furnished pursuant to this Section 2.05(b) on account of the Revolving Credit Facility and/or the DPLC Obligations, first, shall be applied ratably to any Class of Term Loans then outstanding as directed by the Parent Borrower (on behalf of the applicable Borrowers) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that (I) any Class of Incremental Term LoansL/C Borrowings, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness second, shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect ratably to the applicable Class of Term outstanding Revolving Credit Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) third, shall be applied used to Cash Collateralize the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such directionremaining L/C Obligations and, in direct order of maturity); and (C) each such prepayment fourth, shall be paid used to Cash Collateralize the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time)DPLC Obligations; provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (vii) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment (provided thatand, in the case of prepayments/Cash Collateralization of the Revolving Credit Facility and DPLC Obligations, as applicable, required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay amount remaining, if any, after the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time, the Cash Collateralization of the remaining L/C Obligations in full and the Cash Collateralization of the remaining DPLC Obligations in full, may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized or drawing of any letter of credit issued by Bank of America under the Reimbursement Documents, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any portion other Loan Party) to reimburse (x) the L/C Issuer, (y) the Revolving Credit Lenders or (z) Bank of America (in its capacity as the issuer of the applicable Facility or other conditional eventletters of credit under the Reimbursement Documents), which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in the aggregate, all such separate amounts together equal the full amount of such required prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepaymentas applicable. (viii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provision

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent (x) financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments, repurchases or redemptions of Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such expenditures are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (1) through (12), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments shall only be required under this Section 2.05(b)(i) if the ECF Payment Amount for the relevant fiscal year equals an amount that is greater than $50,000,000[Reserved]. (ii) If (x1) Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries Disposes of any property or assets pursuant to Section 7.05(j7.05(g), (m), (n) or (ys) or (2) any Casualty Event occurs, which results in the realization or receipt by Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries of Net Proceeds, the Parent Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) and (xi) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the 100% of all such Net Proceeds received. (iii) [Reserved]. (iv) If Holdings, the Parent Borrower or any of its Restricted Subsidiary Subsidiaries incurs or issues any Indebtedness after the Closing Amendment and Restatement Effective Date (other than Indebtedness not prohibited under permitted to be incurred or issued pursuant to Section 7.03 (excluding Section 7.03(t))7.03, the Borrowers Borrower shall cause to be offered to be prepaid in accordance with clauses (b)(vi) and (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings, the Parent Borrower or such Restricted Subsidiary of such Net Proceeds. (viv) If for any reason the aggregate Outstanding Amount of Revolving Credit Exposures Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto)effect, the Borrowers Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (viv) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to any each Class of Term Loans then outstanding as directed by outstanding, at the Parent Borrower (on behalf option of the applicable BorrowersBorrower, (A) (provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least the remaining principal repayment installments thereof on a pro rata basis (excluding the installment due on the Maturity Date) or (B) first, in direct order of maturity, to the next succeeding eight (8) quarterly principal repayment of any earlier maturing Classes of Term Loans installments thereof that are due pursuant to Section 2.07(a) and, second, to the remaining principal repayment installments thereof on a pro rata basis (except excluding the installment due on the Maturity Date); provided that (I) any Class of Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may specify that one or more other Classes of later maturing Term Loans and Incremental Term Loans may be prepaid prior to such Class of earlier maturing Term Loans and (II) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt)); (B) with respect to the applicable Class of Incremental Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Parent Borrower (on behalf of the applicable Borrowers) (and absent such direction, in direct order of maturity); and (C) each . Each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. If at the time that any prepayment pursuant to Section 2.05(b)(i) or (ii) would be required, a Loan Party is required to prepay, redeem or repurchase or offer to prepay, redeem or purchase any Additional First Lien Indebtedness pursuant to the terms of the documentation governing such Additional First Lien Indebtedness with amounts described in Section 2.05(b)(i) or (ii), then the Borrowers may apply such prepayments described in Section 2.05(b)(i) or (ii) on a pro rata basis to the Term Loans and such Additional First Lien Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and each such Additional First Lien Indebtedness at such time); provided, that the portion of Excess Cash Flow or Net Proceeds otherwise required to make a prepayment hereunder in accordance with Section 2.05(b)(i) or (ii), as applicable, allocated to such Additional First Lien Indebtedness shall not exceed the amount of Excess Cash Flow or Net Proceeds required to be allocated to such Additional First Lien Indebtedness pursuant to the terms thereof, and to the extent the required prepayment of such Additional First Lien Indebtedness is less than pro rata with respect to the Term Loans, any remaining amount shall be allocated to the prepayment of Term Loans in accordance with the terms hereof; provided, further, if the holder of any Additional First Lien Indebtedness declines such prepayment, redemption or purchase of such Additional First Lien Indebtedness owed to it, then the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with, and to the extent required by, the terms hereof. (viivi) The Parent Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (iii) through or (iviii) of this Section 2.05(b) at least four three (43) Business Days prior to the date of such prepayment (provided that, in the case of clause (ii) or (iv) of this Section 2.05(b), the Parent Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment. Such notice may also specify a portion of such prepayment to come from more than one Borrower so long as, in be made by the aggregate, all such separate amounts together equal the full amount of such required prepaymentBorrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Parent Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. . Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (viiisuch declined amounts, the “Declined Proceeds”) All prepayments under of Term Loans required to be made pursuant to clauses (ii) or (iii) of this Section 2.05 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be made together with, in retained by the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisionBorrower.