Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222023, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereof3,000,000.

Mandatory Prepayments. (i) No later than the fifth Within five (5) Business Day Days after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be have been delivered pursuant to Section 5.01(b6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the Fiscal Year ending December 31, 2022, the Borrower Borrowers shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject cause to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in be prepaid an aggregate principal amount (the “ECF Prepayment Amount”) of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Required Excess Cash Flow Percentage “ECF Percentage”) of Excess Cash Flow of the Borrower and its Restricted Subsidiaries Flow, if any, for the Excess Cash Flow Period then endedfiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the option Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the Borrowerimmediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the aggregate principal amount ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of any Term Loans after such year as contemplated above in clause (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(aB)) repurchased, redeemed as of the last day of the fiscal year covered by such financial statements was less than 4.00:1.00 and greater than or otherwise retired prior equal to such date 3.75:1.00 and (y) the amount of any reduction in ECF Percentage shall be 0% if the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement First Lien Senior Secured Leverage Ratio (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior after giving effect to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction after such year as contemplated above in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness clause (other than revolving Indebtedness (excluding any Revolving Loans)B)) as of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary last day of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing fiscal year covered by such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereoffinancial statements was less than 3.75:1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31on September 30, 20222019, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b2.10(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) 50% (such percentage, as it may be reduced as described below, the Required Excess Cash Flow Percentage “ECF Percentage”) of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (xw) the aggregate principal amount of any Term Loans (including Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a), prepayments of the Second Lien Facility (including any Second Lien Incremental Term Facility) and/or prepayments of other Indebtedness that is secured by Liens on the Collateral on a pari passu basis with or senior basis to the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) Liens on the amount of any reduction in Collateral securing the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year orLoans, in each case, at the option of the Borrower, prior to the date making of such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each caseExcess Cash Flow payment, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i2.10(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries), (x) purchases of Term Loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of this Agreement (or any equivalent provisions in any Refinancing Indebtedness) and purchases of second lien term loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of the Second Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), in each case, limited to the aggregate amount actually paid in Cash and/or any actual reductions in the Term Loans pursuant to the application of any “yank-a-bank” provisions or reductions in second lien term loans pursuant to similar provisions of the Second Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), but excluding (1) all other prepayments of Term Loans and (2) all repayments of any revolving credit facility or arrangements (except to the extent there is an equivalent permanent reduction in commitments thereunder)) made during such period, except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (y) the aggregate principal amount paid, increased, decreased, included, deducted 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 that would otherwise be permitted to be deducted from the calculation of Excess Cash Flow pursuant to clause (b) of the definition thereof had such amount been paid, increased, decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year (in each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) and (z) in each case without duplication of any such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the aggregate amount for such Fiscal Year of clauses (b)(ii), (v), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of “Excess Cash Flow” for such Fiscal Year (excluding all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Capital Stock) (such amount, as may be further reduced by application of the provisos hereto, the “Applicable ECF Proceeds”); provided that no (1) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 4.25:1.00, but greater than 3.75:1.00 and (2) such prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 3.75:1.00; provided further that (i) the First Lien Leverage Ratio shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid, increased, decreased, included, deducted 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 (collectively, the “After Year-End Deductions”) as if such After Year-End Deductions were made during the Fiscal Year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio, (ii) to the extent such After Year-End Deduction and any other amount referred to in clause (B) above were to reduce the Applicable ECF Proceeds to below $0, such excess amounts may be credited against the ECF Percentage of Excess Cash Flow required to be prepaid for any subsequent Fiscal Year, when taken together with the amounts of any other prepayments required for such Fiscal Year and (iii) notwithstanding anything to the contrary herein, prepayments under this Section 2.11(b2.10(b)(i) shall only be required unless if the amount thereof exceeds $25,000,000 Applicable ECF Proceeds (and solely with amounts if any) for such period are in excess of $25,000,0000 shall be required 5,000,000 and solely to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such Applicable ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms Proceeds in excess thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 3130, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)1,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222015, the Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) repurchased, redeemed prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise retired equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made during such Fiscal Year or, in each case, at the option accordance with Section 9.05(g) of the Borrower, Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement)) prior to the such date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Top Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereof5,000,000.

Mandatory Prepayments. (i) No Subject to Section 2.11(b)(vii), no later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222015, the Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the First Lien Facility (including any Additional Loans (as defined in the First Lien Credit Agreement or any other document governing any First Lien Facility)) repurchased, redeemed prepaid pursuant to Section 2.11(a) of the First Lien Credit Agreement (or otherwise retired equivalent provision under any other document governing any First Lien Facility) prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) the amount of any reduction in the outstanding amount of any loans under any First Lien Facility resulting from any assignment made during such Fiscal Year or, in each case, at the option accordance with Section 9.05(g) of the Borrower, First Lien Credit Agreement (or equivalent provision under any other document governing any First Lien Facility) (including in connection with any Dutch Auction (as defined in the First Lien Credit Agreement)) prior to the such date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of “Revolving Loans pursuant to Section 2.11(b)(iiLoans” (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility)), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Top Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereof5,000,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222017, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired ABL Loans prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the such date such payment is due and, in each case under clause (y), and based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Additional Revolving Loans pursuant to Section 2.11(b)(ii)or ABL Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b(I) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess such percentage of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) Excess Cash Flow shall be reduced accordingly; provided, further, that to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the extent payment required hereby) is less than or equal to 3.50 to 1.00, but greater than 3.00 to 1.00 and (II) such prepayment shall not be required if the holders Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of Other Applicable Indebtedness decline the last day of the relevant Fiscal Year (but without giving effect to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10payment required hereby) Business Days after the date of such rejection) be applied is less than or equal to prepay the Term Loans in accordance with the terms hereof3.00 to 1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31September 30, 20222016, the Lead Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Lead Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Lead Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date date, and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and), in each case under this clause (y), ) prior to such date and based upon the actual amount of cash Cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Lead Borrower or its Restricted Subsidiaries); provided that (1) such percentage of Excess Cash Flow shall be reduced to (I) 25% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 2.00 to 1.00, but greater than 1.50 to 1.00 and (II) 0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 1.50 to 1.00 and (2) no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that required to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofthereof would not exceed $50,000,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower Representative are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222015, the Borrower shall Borrowers shall, jointly and severally, prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject (unless specified otherwise in the applicable amendment relating to ratable prepayment requirements such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Borrower Borrowers and its their Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the BorrowerBorrower Representative, (x) the aggregate principal amount of any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a Revolving Loans or Additional Revolving Loans (in each case, to the extent ranking pari passu basis in right of payment and with respect to security with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this AgreementLoans) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans resulting from or Additional Term Loans retired and cancelled as a result of any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or), in each case, at the option case of the Borrower, prior to the date such payment is due and, in each case under this clause (y), based upon ) prior to such date and in an amount equal to the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (and in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower Borrowers or its their Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b(I) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess such percentage of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) Excess Cash Flow shall be reduced accordingly; provided, further, that to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the extent payment required hereby) is less than or equal to 1.25 to 1.00, but greater than 1.00 to 1.00 and (II) such prepayment shall not be required if the holders Total Leverage Ratio calculated on a Pro Forma Basis as of Other Applicable Indebtedness decline the last day of the relevant Fiscal Year (but without giving effect to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10payment required hereby) Business Days after the date of such rejection) be applied is less than or equal to prepay the Term Loans in accordance with the terms hereof1.00 to 1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Calculation Period then ended, minus (B) at the option of unless otherwise elected by the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)optionally or voluntarily prepaid, any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (x) any Initial Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any Permitted Senior Secured Debt, (y) the amount of any Replacement Notes and (z)(1) any reduction in the outstanding amount of any Initial Term Loans or any other Term Loans resulting from any assignment (or purchases) made in accordance with Section 9.05(g9.05(h) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, and in each case, at the option case of Affiliates that are not Restricted Subsidiaries of the Borrower, prior to the date such payment is due and, in each case under clause (yextent contributed or transferred to the Borrower), based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase; provided, that, in each case, excluding with respect to the ABL Facility, the Initial Delayed Draw Term Facility, any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of Incremental Revolving Facility and any prepayment of Replacement Revolving Loans pursuant to Section 2.11(b)(ii)Facilities, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, repurchases, redemptions or other retirements, to the extent that such prepayments were not financed with the proceeds of long term funded Long-Term Funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that that (I) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any the First Priority Secured Obligation Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof, (II) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Other Applicable Indebtedness 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 hereofhereof (unless such other application is otherwise permitted hereunder) and (III) no prepayment under this Section 2.11(b)(i) shall be required if the amount thereof would not exceed $7,500,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31September 30, 2022, the Lead Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow ECF Percentage of Excess Cash Flow of the Lead Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Lead Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and date, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and), in each case under this clause (y), ) prior to such date and based upon the actual amount of cash Cash paid in connection with the relevant assignmentassignment and (z) the amount of any voluntary prepayments, voluntary repurchases or voluntary redemptions of any Other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations prior to such date, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Lead Borrower or its Restricted Subsidiaries), minus (C) without duplication of amounts deducted from Excess Cash Flow in respect of a prior period, all Cash payments in respect of capital expenditures made during such period and, at the option of the Lead Borrower, any Cash payments in respect of any such capital expenditures made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)), minus (D) Cash payments made during such period in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries), or, at the option of the Lead Borrower, any Cash payments in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries) made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)) (such amount, that is required to be prepaid pursuant to this Section 2.11(b)(i), after giving effect to such calculation in clauses (A) through (D), the “Required ECF Amount”); provided that that, (1) no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless to the extent that the Required ECF Amount would not exceed the greater of $35,000,000 and 5% of Consolidated Adjusted EBITDA of the last day of the most recently ended Test Period (and only the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 such threshold shall be required to be prepaidprepaid under this Section 2.11(b)(i)), (2) at the Lead Borrower’s option, the amount by which the threshold specified in clause (1) exceeds the Required ECF Amount may be applied to any subsequent Fiscal Year to reduce the Required ECF Amount for such fiscal year on a dollar-for-dollar basis; provided, further, that if at the time that any such prepayment would be required, the Lead Borrower (or any Restricted Subsidiary of the Borrowerother Loan Party) is also required to, or is required to offer to, prepay or repurchase any Indebtedness that is permitted hereunder to be secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repaid or repurchased, the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amountamount required to be prepaid pursuant to this Section 2.11(b)(i), then the Lead Borrower may apply such portion of the ECF Prepayment Amount such prepayment amount on a pro rata basis (determined on to the basis prepayment of the aggregate outstanding principal amount of the Initial Term Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Initial Term Loans and to the prepayment of relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and such amounts so offered, in any event within ten (10) Business Days after the date of such rejection) case, shall no longer be required to be applied to prepay the Initial Term Loans in accordance with the terms hereofLoans).

Mandatory Prepayments. (i) No later than the fifth tenth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Parent Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Parent Borrower, the sum of (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment), (y) the aggregate principal amount of any loans under the Holdco Facility prepaid prior to such date (to the extent the relevant voluntary prepayment is permitted by the terms of this Agreement) and (yz) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to or purchase by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), Auction and based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase, in each case, case (I) excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, II) to the extent that such the relevant prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Parent Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated thereof would exceed $10,000,000 after giving effect to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, calculations and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans adjustments described in accordance with the terms hereofclauses (A) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i(B) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofabove.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222017, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired ABL Loans prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the such date such payment is due and, in each case under clause (y), and based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Additional Revolving Loans pursuant to Section 2.11(b)(ii)or ABL Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b(I) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess such percentage of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) Excess Cash Flow shall be reduced accordingly; provided, further, that to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10payment required hereby) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.is less than or equal to

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222017, the Top Borrower shall prepay the outstanding principal amount of Initial Term B Loans and Additional Term Loans that are “term B loans” and are then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date, (including Additional Term Loans), any other Indebtedness y) the aggregate principal amount of Incremental Equivalent Debt and/or Replacement Debt that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (includingSecured Obligations that is voluntarily prepaid, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (yz) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during ), with such Fiscal Year or, in each case, at the option reduction being calculated for purposes of the Borrower, prior to the date such payment is due and, in each case under this clause (y), z) based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments prepayments, repurchase, redemption, assignment or other retirement of debt made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentseach case, to the extent that such prepayments were the relevant prepayment or other retirement of indebtedness was not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Top Borrower or its Restricted Subsidiaries); and provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)7,500,000; provided, further, that if at the time that any such prepayment would be required, the Top Borrower (or any Restricted Subsidiary of the Top Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Top Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the applicable Term Loans in accordance with the terms hereof) to the prepayment of the applicable Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the applicable Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 applicable Term Loans in accordance with the terms hereof.

Mandatory Prepayments. (i) No later than the fifth five Business Day Days after the date on which the financial statements with respect to each Fiscal Year of the Borrower Agent are required to be delivered pursuant to Section 5.01(b5.01(c), commencing with the Fiscal Year ending on or about December 31, 20222015, the Borrower Borrowers shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50.0% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the BorrowerBorrowers, (x) (1) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.11(a) and (including Additional Term Loans), 2) the aggregate principal amount of any other Indebtedness Incremental Equivalent Debt and Refinancing Equivalent Debt (in each case that is secured by the Collateral on a pari passu basis basis, and pari passu in right of payment, with the Initial Obligations under Term Loans and/or and Revolving Credit Loans (including Additional Revolving Loans or any revolving facility under this Agreementsecured on a first lien basis) prepaid (including, without limitation, pursuant to Section 2.11(a)the terms of the instrument governing or evidencing such Indebtedness (and limited to the discounted amount actually prepaid in the case of any such prepayment at less than the par amount thereof) repurchased, redeemed or otherwise retired prior to such date and (y) the aggregate principal amount of any reduction in loans or incremental loans under the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be ABL Facility prepaid pursuant to this Section 2.11(b)(i) in 2.11 of the prior Fiscal Year ABL Credit Agreement (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(iisuch revolving loans prepaid as described under clauses (x) or (y), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsdescribed under clauses (x) or (y), to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower Borrowers or its Restricted their Subsidiaries); provided that no with respect to any prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) to be made on or after January 1, 2017, (1) such percentage of Excess Cash Flow shall be reduced accordingly; provided, further, that to 25.0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the extent payment required hereby) shall be less than or equal to 3.50 to 1.00, but greater than 2.50 to 1.00 and (2) such prepayment shall not be required if the holders First Lien Leverage Ratio calculated on a Pro Forma Basis as of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date last day of such rejectionFiscal Year (but without giving effect to the payment required hereby) shall be applied less than or equal to prepay the Term Loans in accordance with the terms hereof2.50 to 1.00.

Mandatory Prepayments. (i) No Subject to Section 2.11(b)(vii), no later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)voluntary prepayment, repurchase, redemption or other retirement of any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, First Lien Obligation pursuant to Section 2.11(a) of the First Lien Credit Agreement (or, with respect to any First Lien Obligation other than any Loan (as defined in the First Lien Credit Agreement), the corresponding provision of the documentation governing any other First Lien Obligation) repurchasedprior to such date, redeemed (y) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or otherwise retired other retirement of any Second Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any Second Lien Debt other than any Loan, the corresponding provision of the documentation governing any other Second Lien Debt) prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans First Lien Obligation resulting from any assignment made permitted or not restricted by this Agreement (including in accordance connection with Section 9.05(gany Dutch Auction (as defined in the First Lien Credit Agreement) (or the equivalent term in the documentation governing any other First Lien Obligation) and/or (2) the amount of any reduction in the outstanding amount of any Second Lien Debt that is permitted under this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of “Revolving Loans pursuant to Section 2.11(b)(iiLoans” (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long other long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to Second Lien Debt of the terms of, and to type described in clause (b) of the extent required by, the documentation governing such Indebtedness definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Indebtedness 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.

Mandatory Prepayments. (a) (i) No later than the fifth Business Day after the date on which the financial statements with respect Any Net Available Cash from any voluntary prepayments of Pari Passu Indebtedness pursuant to each Fiscal Year of the Borrower are required any equivalent voluntary Asset Dispositions that is not applied or invested or committed to be delivered pursuant applied or invested as prepayment provision in the documentation governing such other Pari Passu Indebtedness (and in provided in Section 4.08(b) of Annex I the case of any revolving indebtedness, solely to Section 5.01(bthe extent the corresponding commitments are permanently reduced), commencing with ; (ii) the Fiscal Year ending December 31, 2022, the Borrower shall prepay amount of any reductions in the outstanding principal amount of Initial Term (i) On or prior to the 366th day (or the 546th day, in the case of any Net any Loans and Additional Term Loans then subject Pari Passu Indebtedness (and in the case of any revolving indebtedness, solely to ratable prepayment requirements Available Cash committed to be used pursuant to a definitive binding agreement or the extent the corresponding commitments are permanently reduced), in each case resulting from commitment approved by the Board of Directors of the Borrower pursuant to clauses (2) any assignments made in accordance with clause Section 9.04(k) or (vil) (or any equivalent provision in or (3) of this Section 2.11(b4.08(b) below in an aggregate principal amount (of Annex I hereof) after the “ECF Prepayment Amount”) equal to later of (A) the Required Excess Cash Flow Percentage date of Excess Cash Flow of such Asset the Borrower documentation governing such other Pari Passu Indebtedness) made or effected during such Disposition and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option receipt of the Borrowersuch Net Available Cash, (x) if the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured fiscal year and on a pari passu basis with or after the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired end of such fiscal year but prior to such date and the ECF Prepayment Date (ythe Excess Proceeds exceeds $50 million, the Borrower shall (1) deliver a notice of Applicable ECF Deduct Period (A) the amount of any reduction Permitted Investment made in cash prepayment to the outstanding amount of any Term Loans resulting from any assignment made Administrative Agent in accordance with Section 9.05(g2.13(f) and (2) to (other than any Permitted Investments pursuant to clauses (c), (e) and (k) of this Agreement (including the definition thereof) the extent the Borrower elects, or the Borrower or a Guarantor is required by the terms and any Restricted Payment made in connection with any Dutch Auction) cash pursuant to Section 4.05 of Article IV in Annex I hereof, of other outstanding Pari Passu Indebtedness, deliver a notice of prepayment or in each case, that are made during such Fiscal Year Applicable ECF Deduct Period by the Borrower or, in the redemption, or make an offer, to all holders of such other outstanding Pari Passu case of Permitted Investments, the Borrower or any Restricted Subsidiary thereof with Internally Indebtedness, in each case, to prepay or purchase the maximum principal amount of Generated Cash and (B) the aggregate amount of Permitted Expenditures to the extent expected to Term Loans and any such Pari Passu Indebtedness to which such notice or offer apply be consummated or made, as applicable, during the period of four consecutive fiscal quarters of that may be prepaid or purchased out of the Excess Proceeds, on a pro rata basis, the Borrower following the end of such fiscal year for which the Excess Cash Flow is being calculated in accordance with Section 2.13(g). calculated, and expected in good faith to be financed with Internally Generated Cash; provided that to the extent that the aggregate amount of Permitted Expenditures financed with Internally (ii) The Borrower shall (x) in the case of Term Loans, no earlier than twenty Generated Cash and paid in cash during such following period of four consecutive fiscal quarters (20) days and no later than thirty-five (35) days following the notice referred to in is less than the aggregate amount of Planned Expenditures expected to be financed with Internally Section 2.13(a)(ii)(B)(1) above and subject to Section 2.13(g) and (y) in the case of any Generated Cash, the amount of such shortfall shall be added to the ECF Payment Amount at the option Pari Passu Indebtedness, within the time periods required by such Pari Passu end of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount following period of cash paid in connection with the relevant assignmentfour consecutive fiscal quarters; provided that, in each case, excluding such Indebtedness and subject to any provisions under any agreement or governing such optional Pari prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were are not financed funded with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Passu Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant are analogous to Section 2.13(g), prepay or purchase the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the Term ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Payment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable such Pari Passu Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term such notice or offer at an Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i2.13(b) in respect of any fiscal year shall only be reduced accordingly; provided, further, that to required in the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.76 77 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31September 30, 2022, the Lead Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow ECF Percentage of Excess Cash Flow of the Lead Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Lead Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and date, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and), in each case under this clause (y), ) prior to such date and based upon the actual amount of cash Cash paid in connection with the relevant assignmentassignment and (z) the amount of any voluntary prepayments, voluntary repurchases or voluntary redemptions of any Other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations prior to such date, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Lead Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b), minus (C) shall be required unless the amount thereof exceeds $25,000,000 (and solely with without duplication of amounts deducted from Excess Cash Flow in excess respect of $25,000,0000 shall be required to be prepaid); provideda prior period, furtherall Cash payments in respect of capital expenditures made during such period and, that if at the time that option of the Lead Borrower, any Cash payments in respect of any such prepayment would be required, capital expenditures made after such period and prior to the Borrower (or any Restricted Subsidiary date of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms ofapplicable Excess Cash Flow payment (except, and in each case, to the extent required by, the documentation governing such financed with long-term Indebtedness (other than revolving Indebtedness)), minus (D) Cash payments made during such Indebtedness required period in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to be so prepaid by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or offered to be so repurchasedany of its Restricted Subsidiaries), “Other Applicable Indebtedness”) with any portion or, at the option of the ECF Prepayment AmountLead Borrower, then any Cash payments in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower may apply or any of its Restricted Subsidiaries) made after such portion period and prior to the date of the ECF Prepayment Amount on a pro rata basis applicable Excess Cash Flow payment (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; providedexcept, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofin each case, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 financed with the terms hereof.long-term -106- #96942867v160458181 #96942867v1

Mandatory Prepayments. (i) No Subject to Section 2.10(b)(viii), no later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 20222014, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50.0% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the BorrowerBorrower (and to the extent not reducing the amount of Excess Cash Flow pursuant to the definition of such term), (xx)(i) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a2.10(a), and (ii) repurchased, redeemed the aggregate principal amount of any loans or otherwise retired incremental loans under any First Lien Facility prepaid pursuant to Section 2.10(a) of the First Lien Credit Agreement (or equivalent provision under any other document governing any First Lien Facility) prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignmentdate, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i2.10(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (i) and assignments(ii), only to the extent that such prepayments were not financed with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) of the Borrower or its Subsidiaries) and (y) the amount of any actual Cash payments made by Holdings, the Borrower or any Subsidiary in reduction of the outstanding amount of (A) any Loans resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of this Agreement or (B) any term loans under any First Lien Facility resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of the First Lien Credit Agreement (or equivalent provision of any First Lien Facility) (and in the case of all such assignments and purchases described in clauses (A) and (B), to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving LoansIndebtedness) and such Loans and other term loans are cancelled and cease to be outstanding))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b(1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be required unless the amount thereof exceeds $25,000,000 less than or equal to 4.00 to 1.00, but greater than 3.25 to 1.00 and (and solely with amounts in excess of $25,000,0000 2) such prepayment shall not be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant last day of such Fiscal Year (but without giving effect to the terms of, and to the extent payment required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ihereby) shall be reduced accordingly; provided, further, that less than or equal 3.25 to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereof1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31September 30, 2022, the Lead Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow ECF Percentage of Excess Cash Flow of the Lead Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Lead Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and date, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and), in each case under this clause (y), ) prior to such date and based upon the actual amount of cash Cash paid in connection with the relevant assignmentassignment and (z) the amount of any voluntary prepayments, voluntary repurchases or voluntary redemptions of any Other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations prior to such date, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Lead Borrower or its Restricted Subsidiaries), minus (C) without duplication of amounts deducted from Excess Cash Flow in respect of a prior period, all Cash payments in respect of capital expenditures made during such period and, at the option of the Lead Borrower, any Cash payments in respect of any such capital expenditures made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with longterm Indebtedness (other than revolving Indebtedness)), minus (D) Cash payments made during such period in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries), or, at the option of the Lead Borrower, any Cash payments in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries) made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with longterm Indebtedness (other than revolving Indebtedness)) (such amount, that is required to be prepaid pursuant to this Section 2.11(b)(i), after giving effect to such calculation in clauses (A) through (D), the “Required ECF Amount”); provided that that, (1) no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless to the extent that the Required ECF Amount would not exceed the greater of $35,000,000 and 5% of Consolidated Adjusted EBITDA of the last day of the most recently ended Test Period #95106251v3 #94168740v7#95106251v8 (and only the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 such threshold shall be required to be prepaidprepaid under this Section 2.11(b)(i)), (2) at the Lead Borrower’s option, the amount by which the threshold specified in clause (1) exceeds the Required ECF Amount may be applied to any subsequent Fiscal Year to reduce the Required ECF Amount for such fiscal year on a dollar-for-dollar basis; provided, further, that if at the time that any such prepayment would be required, the Lead Borrower (or any Restricted Subsidiary of the Borrowerother Loan Party) is also required to, or is required to offer to, prepay or repurchase any Indebtedness that is permitted hereunder to be secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repaid or repurchased, the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amountamount required to be prepaid pursuant to this Section 2.11(b)(i), then the Lead Borrower may apply such portion of the ECF Prepayment Amount such prepayment amount on a pro rata basis (determined on to the basis prepayment of the aggregate outstanding principal amount of the Initial Term Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Initial Term Loans and to the prepayment of relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and such amounts so offered, in any event within ten (10) Business Days after the date of such rejection) case, shall no longer be required to be applied to prepay the Initial Term Loans in accordance with the terms hereofLoans).

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower Borrowers are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222021, the Borrower Borrowers shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower Borrowers and its their Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the BorrowerBorrower Representative, (x) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.11(a) hereof on such date or any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date, (including Additional Term Loans), any other Indebtedness that y) the aggregate principal amount of Replacement Debt which is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (includingSecured Obligations that is voluntarily prepaid, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired (including by way of assignment) prior to such date and (yz) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower Borrowers or its their Restricted 105 Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)1,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower Borrowers (or any Restricted Subsidiary of the any Borrower) is are also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation First Lien Debt of the type described in clause (b) of the definition thereof pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower Borrowers may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No Subject to Section 2.10(b)(ix), no later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31on September 30, 20222019, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b2.10(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) 50% (such percentage, as it may be reduced as described below, the Required Excess Cash Flow Percentage “ECF Percentage”) of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (xw) the aggregate principal amount of any Term Loans (including or Additional Term LoansLoans prepaid pursuant to Section 2.10(a), any and/or prepayments of other Indebtedness that is secured by Liens on the Collateral on a pari passu basis with or senior basis to the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) Liens on the amount of any reduction in Collateral securing the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year orLoans, in each case, at the option of the Borrower, prior to the date making of such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each caseExcess Cash Flow payment, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i2.10(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries), (x) purchases of Term Loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of this Agreement (or any equivalent provisions in any Refinancing Indebtedness) and purchases of first lien term loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of the First Lien Term Loan Agreement (or any equivalent provision in any First Lien Facility), in each case, limited to the aggregate amount actually paid in Cash and/or any actual reductions in the Term Loans pursuant to the application of any “yank-a-bank” provisions or reductions in first lien term loans pursuant to similar provisions of the First Lien Term Loan Agreement (or any equivalent provision in any First Lien Facility), but excluding (1) all other prepayments of Term Loans and (2) all repayments of any revolving credit facility or arrangements (except to the extent there is an equivalent permanent reduction in commitments thereunder)) made during such period, except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (y) the aggregate principal amount paid, increased, decreased, included, deducted 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 that would otherwise be permitted to be deducted from the calculation of Excess Cash Flow pursuant to clause (b) of the definition thereof had such amount been paid, increased, decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year (in each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) and (z) in each case without duplication of any such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the aggregate amount for such Fiscal Year of clauses (b)(ii), (v), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of “Excess Cash Flow” for such Fiscal Year (excluding all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Capital Stock) (such amount, as may be further reduced by application of the provisos hereto, the “Applicable ECF Proceeds”); provided that no (1) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 5.25:1.00, but greater than 4.75:1.00 and (2) such prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 4.75:1.00; provided further that (i) the Senior Secured Leverage Ratio shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid, increased, decreased, included, deducted 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 (collectively, the “After Year-End Deductions”) as if such After Year-End Deductions were made during the Fiscal Year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated Senior Secured Leverage Ratio, (ii) to the extent such After Year-End Deduction and any other amount referred to in clause (B) above were to reduce the Applicable ECF Proceeds to below $0, such excess amounts may be credited against the ECF Percentage of Excess Cash Flow required to be prepaid for any subsequent Fiscal Year, when taken together with the amounts of any other prepayments required for such Fiscal Year and (iii) notwithstanding anything to the contrary herein, prepayments under this Section 2.11(b2.10(b)(i) shall only be required unless if the amount thereof exceeds $25,000,000 Applicable ECF Proceeds (and solely with amounts if any) for such period are in excess of $25,000,0000 shall be required 5,000,000 and solely to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such Applicable ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms Proceeds in excess thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222015, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the such date such payment is due and, in each case under clause (y), and based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that (1) (I) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.75 to 1.00, but greater than 3.25 to 1.00 and (II) such prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.25 to 1.00 and (2) no prepayment under this Section 2.11(b) shall be required unless to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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$5,000,000.

Mandatory Prepayments. (a) The Company shall make a prepayment of the Loans upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of such Net Cash Proceeds. Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from any issuance of equity securities of the Company or any Subsidiary (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of such Net Cash Proceeds. Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from any issuance of any Debt of the Company or any Subsidiary (excluding Debt permitted by clauses (a) through (i) No later than the fifth Business Day of Section 10.7). Within ten (10) days after the date on which delivery to Agent of the financial statements annual audit report of the Company (such report subject to Agent's approval and satisfaction) as required by Section 10.1.1 and commencing with respect to each Fiscal Year 2000, in an amount equal to 75% of the Borrower are required to be delivered pursuant to Section 5.01(b)Excess Cash Flow for such Fiscal Year; provided, commencing with the for Fiscal Year 2000 only, the amount due shall be based on Excess Cash Flow for the period beginning September 1, 2000 and ending December 31, 20222000, such amount for each Fiscal Year to be confirmed by the auditors of the Company and be acceptable to Agent; provided, however, that the failure of such amount to be so confirmed shall not relieve the Company of the prepayment obligation set forth in this clause. If on any day the Revolving Outstandings exceed the Borrowing Base, the Borrower Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding principal amount Letters of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) Credit, or do a combination of this Section 2.11(b) below the foregoing, in an aggregate principal amount (sufficient to eliminate such excess. If on any day on which the “ECF Prepayment Revolving Commitment Amount is reduced pursuant to Section 6.1.2 the Revolving Outstandings exceed the Revolving Commitment Amount”) equal to (A) , the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Company shall immediately prepay Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in Cash Collateralize the outstanding amount Letters of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) Credit, or do a combination of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year orthe foregoing, in each case, at the option of the Borrower, prior an amount sufficient to the date eliminate such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofexcess.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)voluntary prepayment, repurchase, redemption or other retirement of any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, First Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any First Lien Debt other than any Loan, the corresponding provision of the documentation governing any other First Lien Debt) prior to such date, (y) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any Second Lien Debt pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or, with respect to any Second Lien Debt other than any Loan (as defined in the Second Lien Credit Agreement), the corresponding provision of the documentation governing any other Second Lien Debt) repurchased(to the extent the relevant voluntary prepayment, redeemed repurchase, redemption or otherwise retired other retirement is permitted by the terms of this Agreement) prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans First Lien Debt resulting from any assignment made in accordance with Section 9.05(g) of permitted or not restricted by this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year orand/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in each case, at the option outstanding amount of any Second Lien Debt that is permitted under this Agreement Table of Contents (including in connection with any Dutch Auction (as defined in the Borrower, Second Lien Credit) Agreement (or the equivalent term in the documentation governing any other Second Lien Debt)) prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long other long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to First Lien Debt of the terms of, and to type described in clause (b) of the extent required by, the documentation governing such Indebtedness definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31September 30, 20222016, the Lead Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Lead Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Lead Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date date, and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and), in each case under this clause (y), ) prior to such date and based upon the actual amount of cash Cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Lead Borrower or its Restricted Subsidiaries; Subsidiaries); provided that (1) such percentage of Excess Cash Flow shall be reduced to (I) 25% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 2.00 to 1.00, but greater than 1.50 to 1.00 and (II) 0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 1.50 to 1.00 and (2) no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that required to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofthereof would not exceed $50,000,000.

Mandatory Prepayments. (i) No later than the fifth (5th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Calculation Period then ended, minus (B) at $15,000,000 minus (C) unless otherwise elected by the option Borrower (in which case any such amount shall be deducted from the calculation of the BorrowerExcess Cash Flow instead), (x) the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (1) any Term Loans (including Additional Initial Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Loans, Incremental Equivalent Debt or any Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date any ABL Loans and any Permitted Senior Secured Debt, and (y2) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y)Replacement Notes, based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase, except, in each case, excluding to the extent financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the ABL Facility, any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of Incremental Revolving Facility and any prepayment of Replacement Revolving Loans pursuant to Section 2.11(b)(ii)Facility, to the extent accompanied by a permanent reduction in the relevant commitment, and minus (D) all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the option of the Borrower, in the case of all any Calculation Period, any Cash payments in respect of any such prepayments and assignmentscapital expenditures made prior to the date of the Excess Cash Flow payment in respect of such Calculation Period, except, in each case, to the extent that such prepayments were not financed with Long-Term Funded Indebtedness, minus (E) Cash payments made during such Calculation Period (or, at the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) option of the Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b), except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the Borrower (in which case any such amount shall be required unless deducted from the amount thereof exceeds $25,000,000 calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the Borrower (in its sole discretion), made after such Calculation Period and solely with amounts prior to the date of the applicable Excess Cash Flow payment) in excess respect of $25,000,0000 shall be required to be prepaidRestricted Payments made under Sections 6.04(a)(i); provided, further(ii), that (iv), (v), (viii)(B), (x), (xi), (xiii) and (xv). Notwithstanding the foregoing, (I) if at the time that any such prepayment would be required, the Borrower (or any other Restricted Subsidiary of the Borrower) is also required to prepay Prepay any Indebtedness that is secured on a pari passu basis with any the First Priority Secured Obligation Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchasedPrepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereofhereof and (II) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaidOther Applicable Indebtedness 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 hereofhereof (unless such other application is otherwise permitted hereunder).

Mandatory Prepayments. (i1) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year Excess Cash Flow Period ending on or about December 31, 20222024, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (1) (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)voluntary prepayment, repurchase, redemption or other retirement of any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, First Lien Debt pursuant to Section 2.11(a)) repurchasedof this Agreement (or, redeemed or otherwise retired with respect to any First Lien Debt other than any Loan, the corresponding provision of the documentation governing any other First Lien Debt) prior to the date such date payment is due, and (y) the amount of any reduction in the outstanding amount of any Term Loans First Lien Debt resulting from any assignment made in accordance with Section 9.05(g) of this Agreement or any functionally equivalent provision in the definitive documentation with respect to any other First Lien Debt (including in connection with any Dutch AuctionAuction (or the equivalent term in the documentation governing any other First Lien Debt)) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all any such prepayments and assignmentsprepayment, to the extent that such prepayments were prepayment was not financed with the proceeds of long other long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries; ), (2) the amount applied (or contractually committed to be applied) prior to or, at the election of the Borrower, during the four consecutive Fiscal Quarters after such date for, to the extent not deducted in the calculation of Consolidated Net Income, capital expenditures, acquisitions and/or other Investments and other Scheduled Consideration (provided that, any cash that is not paid in respect of such cash capital expenditures, acquisitions or similar Investments in such four consecutive Fiscal Quarter period shall be added back to Excess Cash Flow in the next Excess Cash Flow Period) and (3) to the extent set forth in a certificate delivered to the Administrative Agent on or prior to the date such payment is due, any amount of cash that is budgeted or otherwise reasonably expected to be paid in respect of planned cash capital expenditures, acquisitions or similar Investments to be consummated or made during the four consecutive Fiscal Quarters after such date (provided that, any cash that is not paid in respect of such cash capital expenditures, acquisitions or similar Investments in such four consecutive Fiscal Quarter period shall be added back to Excess Cash Flow in the next Excess Cash Flow Period) (in the case of any such amount described under clause (2) or (3), to the extent not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)15,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to First Lien Debt of the terms of, and to type described in clause (b) of the extent required by, the documentation governing such Indebtedness definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Indebtedness 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.

Mandatory Prepayments. In addition to the amortization set forth above and the next paragraph, mandatory prepayments shall be required: (i) No later in an amount equal to 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions (including insurance and condemnation proceeds) by the Borrowers or any of their restricted subsidiaries (other than a disposition among the fifth Business Day after Borrowers and any of their restricted subsidiaries), to the extent (A) such proceeds are not reinvested or committed to be reinvested in assets useful in the business of the Borrowers or any of their restricted subsidiaries within 12 months of receipt (provided that if so committed, such reinvestment shall in any case occur within 180 days following such twelve-month period) of the date on which of such disposition and (B) the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrower shall prepay the outstanding principal aggregate amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements such proceeds that are not reinvested in accordance with clause (viA) hereof exceeds $10,000,000 in any single transaction or related series of this Section 2.11(btransactions; (ii) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to 100% of net cash proceeds from the issuance or incurrence after the Closing Date of additional debt of any of the Borrowers or any of their restricted subsidiaries (Aother than (x) the Required Excess Cash Flow Percentage Incremental Facilities and (y) any other debt permitted under the Credit Documentation other than Refinancing Indebtedness); and (iii) in an amount equal to 50.0% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Principles) of the US Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then endedrestricted subsidiaries, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis consolidated basis, with step downs to 25% and 0% if the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (includingTotal Net Leverage Ratio is less than 0.50x and 1.00x inside the Total Net Leverage Ratio on the Closing Date, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andrespectively, in each case under clause of clauses (yi) - (iii), based upon subject to the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) limitations set forth in the prior Fiscal Year (paragraph immediately following, such amounts shall be applied to scheduled installments of principal in the case direct order of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction maturity.Except as set forth in the relevant commitmentfollowing paragraph, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) Term Facility shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount applied on a pro rata basis across the US Term Facility and the Euro Term Facility.All prepayments referred to immediately above are subject to there being no material adverse tax consequences and to permissibility (determined i) under local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the basis fiduciary and statutory duties of directors or the aggregate outstanding principal amount of the Loans relevant subsidiaries) and Other Applicable Indebtedness at (ii) material constituent document restrictions and other material agreements (so long as any such time; provided, that the portion prohibition is not created in contemplation of such ECF Prepayment Amount allocated to prepayment), it being understood and agreed that if the Other Applicable Indebtedness shall not exceed the amount payment of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment only one tranche of the Term Loans and Facility would trigger a material adverse tax consequence or be subject to a local law restriction then such payment shall be applied to the prepayment of Other Applicable Indebtedness, and the amount of prepayment other tranche of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) Facility on a non-pro rata basis. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or event of default, and such amounts shall be reduced accordingly; provided, further, that available to the extent Borrowers and their restricted subsidiaries, subject to terms and conditions substantially consistent with the holders Documentation Principles. Any Lender may elect not to accept its pro rata portion of Other Applicable Indebtedness decline any mandatory prepayment as otherwise required by clauses (i), (ii) and (iii) immediately above (except with respect to have such indebtedness prepaid, the proceeds of Refinancing Facilities and Refinancing Notes) (each a “Declining Lender”). Any prepayment amount declined amount shall promptly by a Declining Lender (“Declined Proceeds”) may be retained by the Borrowers and may be used by the Borrowers in any event within ten (10) Business Days after manner not prohibited by the date of Credit Documentation and any such rejection) retained amounts will not thereafter be applied to prepay the Term Loans counted as excess cash flow or net cash proceeds in accordance with the terms hereofany subsequent measurement period.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222016, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Term Loans), Loans (as defined in the Second Lien Credit Agreement or any other Indebtedness document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt and/or Replacement Debt that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans Secured Obligations or any revolving facility under this Agreement) prepaid (includingon a pari passu basis with the Second Lien Facility voluntarily prepaid, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made during such Fiscal Year or, in each case, at the option accordance with Section 9.05(g) of the Borrower, Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement)) prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth ten (10) Business Day Days after the date on which the financial statements with respect to each Fiscal Year fiscal year of the Borrower Holdings are required to be delivered pursuant to Section 5.01(b5.01(a), commencing with the Fiscal Year fiscal year ending on December 31, 20222017, the Borrower shall prepay the outstanding principal amount of Loans in accordance with clause (v) of this Section 2.11(b) below in an aggregate principal amount equal to (in each case, to the extent such amount in such fiscal year period exceeds $5,000,000): (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of Holdings and its Subsidiaries for the period then ended, minus (B) at the option of the Borrower, without duplication of any amount deducted in calculating Excess Cash Flow for such period and excluding any such payment that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Excess Cash Flow fiscal year period, the aggregate principal amount of: (1) except to the extent deducted in the calculation of Excess Cash Flow, any Loans prepaid pursuant to Section 2.11(a) and prepaid pursuant to the relevant Incremental Facility Amendment (to the extent that such prepayments were not funded with the proceeds of other 43 Indebtedness of Holdings, the Borrower or its Subsidiaries (other than Indebtedness in respect of any revolving credit facility)) prior to such date, plus (2) except to the extent deducted in the calculation of Excess Cash Flow, the amount of any reduction in the outstanding amount of any Loans resulting from any assignment made in accordance with any Dutch Auction prior to such date, in an amount equal to the lesser of the actual amount of cash paid in connection with the relevant assignment and the applicable reduction; (ii) In the event and on each occasion that any Net Proceeds in respect of any Prepayment Event set forth in clause (a) or (b) of the definition thereof are received by or on behalf of Holdings or any other Loan Party or any Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings or any other Loan Party or Subsidiary, apply an amount equal to 100% of such Net Proceeds (the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (viv) below; provided that to the extent such Subject Proceeds constitute proceeds of this Section 2.11(b) below ABL Priority Collateral and so long as the ABL Obligations remain subject to the Intercreditor Agreement, then such Subject Proceeds shall be applied first to prepay in an aggregate principal amount (full the “ECF Prepayment Amount”) equal ABL Obligations, with any excess to be applied as set forth above; provided further that, (A) if the Required Excess Cash Flow Percentage Borrower shall deliver to the Administrative Agent a certificate of Excess Cash Flow a Financial Officer to the effect that the Loan Parties intend to apply the Subject Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Subject Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets to be used in the business of the Borrower Loan Parties, and its Restricted Subsidiaries for certifying that no Default has occurred and is continuing, then either (i) so long as no Default has occurred and is continuing, no prepayment shall be required pursuant to this paragraph in respect of the Excess Cash Flow Period then endedSubject Proceeds specified in such certificate, minus it being understood that to the extent of any such Subject Proceeds therefrom that have not been so applied (or commited in writing to be applied) by the end of such 180-day period, a prepayment shall be required at such time in an amount equal to such Subject Proceeds that have not been so applied or (B) at the option of the Borrowerif, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be requiredrequired hereunder, the Borrower Holdings or any of its Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase any Restricted Subsidiary of the BorrowerIndebtedness) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is extended with original issue discount) at such time); provided, it being understood that (1) the portion of such ECF Prepayment Amount the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, thereof (and the remaining amount, if any, of such ECF Prepayment Amount the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.Subject 44

Mandatory Prepayments. (i) No i)No later than the fifth tenth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Parent Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Parent Borrower, the sum of (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment), (y) the aggregate principal amount of any loans under the Holdco Facility prepaid prior to such date (to the extent the relevant voluntary prepayment is permitted by the terms of this Agreement) and (yz) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to or purchase by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), Auction and based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase, in each case, case (I) excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, II) to the extent that such the relevant prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Parent Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated thereof would exceed $10,000,000 after giving effect to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, calculations and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans adjustments described in accordance with the terms hereofclauses (A) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i(B) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofabove.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222019, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vivii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its the Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus minus, without duplication of amounts reducing Excess Cash Flow, (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), excluding any other Indebtedness that is secured on a pari passu basis with the Initial Incremental Term Loans and/or that are not secured by the Collateral) and any Revolving Loans (including Additional to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans or any revolving facility under this Agreement) prepaid (includingthat are not secured by the Collateral on a first lien basis), without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andof prepayment pursuant to this Section 2.11(b)(i), in each the case under of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments and assignmentsprepayments, solely to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its the Restricted SubsidiariesSubsidiaries or proceeds constituting a Cure Amount); provided that no any such Excess Cash Flow prepayment under this Section 2.11(b) shall be required unless only to the extent the amount thereof of such prepayment exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)1,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with any portion of the ECF Prepayment Amount (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repurchase, prepayment or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, it being understood that (1) the portion of such the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such indebtedness prepaidIndebtedness prepaid or repurchased, 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222020, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vivii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its the Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus minus, without duplication of amounts reducing Excess Cash Flow, (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), excluding any other Indebtedness that is secured on a pari passu basis with the Initial Incremental Term Loans and/or that are not secured by the Collateral) and any Revolving Loans (including Additional to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans or any revolving facility under this Agreement) prepaid (includingthat are not secured by the Collateral on a first lien basis), without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andof prepayment pursuant to this Section 2.11(b)(i), in each the case under of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments and assignmentsprepayments, solely to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its the Restricted SubsidiariesSubsidiaries or proceeds constituting a Cure Amount); provided that no any such Excess Cash Flow prepayment under this Section 2.11(b) shall be required unless only to the extent the amount thereof of such prepayment exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the 48054934.2 LEGAL_US_E # 159035042.9 Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with any portion of the ECF Prepayment Amount (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repurchase, prepayment or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, it being understood that (1) the portion of such the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such indebtedness prepaidIndebtedness prepaid or repurchased, 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.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) No later than the fifth Business Day 45 days after the end of each Fiscal Quarter and (ii) the date on which of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to each Fiscal Year any Prepayment Event of the Borrower are required to be delivered pursuant to Section 5.01(btype set forth in clauses (a), commencing with the Fiscal Year ending December 31, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Loans (b) and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vie) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) definition thereof, on or before the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans date (including Additional Term Loans), on any other Indebtedness that is secured date on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such payment Prepayment Event (and on or before the date that is due andthree (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case under without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds LEGAL02/39661241v2LEGAL02/39709302v6 (other than with respect to any Prepayment Event of the type set forth in clause (y)g) of the definition thereof, based upon the actual amount net of cash paid documented reasonable out-of-pocket costs and expenses incurred in connection with the relevant assignmentcollection of such proceeds, in each casecase payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, excluding any so long as no Event of Default exists, to the extent that the proceeds received by such optional prepayments made during Person as a result of such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) Prepayment Event do not exceed $150,000 in the prior aggregate during the applicable Fiscal Year (or, in the case of any prepayment Prepayment Event of Revolving Loans the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.11(b)(ii2.01(d), to the extent . Any such prepayment shall be accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amountPremium, if any, as provided in Section 2.02(d). For the sake of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaidclarity, the declined amount foregoing shall promptly (and in not be deemed to be implied consent to any sale or other event within ten (10) Business Days after the date of such rejection) be applied or occurrence giving rise to prepay the Term Loans in accordance with the terms hereofa Prepayment Event.

Mandatory Prepayments. (a) Upon any redetermination of or any other adjustment to the amount of the Borrowing Base in accordance with Section 2.4 (other than in accordance with Section 2.4(e)) or otherwise pursuant to this Agreement, if a Borrowing Base Deficiency exists, then the Borrower shall: (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrower shall at its election (A) prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then endedsuch Borrowing Base Deficiency, minus (B) at execute documentation reasonably acceptable to the option Administrative Agent to create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative Agent and the Required Lenders in their sole discretion not currently subject to a mortgage Lien in favor of the BorrowerAdministrative Agent pursuant to the Collateral Documents of equal or greater value to such Borrowing Base Deficiency, (xC) prepay the aggregate principal amount Loans in five (5) equal monthly installments each equal to one-fifth (1/5) of any Term Loans such Borrowing Base Deficiency, the first of which shall be due on the thirtieth (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with 30th) day following its receipt of the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made New Borrowing Base Notice in accordance with Section 9.05(g2.4(d) of this Agreement or the date the adjustment occurs; or (including in connection with D) exercise any Dutch Auction) made during such Fiscal Year or, in each case, at the option combination of the Borrower, prior to the date such payment is due and, in each case under clause foregoing and (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding ii) if any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of Borrowing Base Deficiency remains after prepaying all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; providedas a result of an LC Exposure, that the portion of such ECF Prepayment Amount allocated pay to the Other Applicable Indebtedness shall not exceed Administrative Agent on behalf of the Lenders an amount of equal to such ECF Prepayment Amount required Borrowing Base Deficiency to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount held as cash collateral as provided in Section 2.21(g). The Borrower shall be allocated obligated to the Term Loans in accordance with the terms hereof(1) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after days following its receipt of the date of such rejection) be applied to prepay the Term Loans New Borrowing Base Notice in accordance with Section 2.4(d) or the terms hereofdate the adjustment occurs, give written notice to the Administrative Agent of its election to cure such Borrowing Base Deficiency pursuant to the applicable subclause (A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such installment payments and/or deposit of cash collateral on the date which is thirty (30) days (with regards to clauses (i)(A) and (i)(B) of the immediately preceding sentence) or on the date which is one hundred fifty (150) days (with regards to clauses (i)(C) and (i)(D) in the immediately preceding sentence) following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 2.11(a) must be made on or prior to the Commitment Termination Date.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Calculation Period then ended, minus (B) at the option of unless otherwise elected by the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)optionally or voluntarily prepaid, any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (w) any Initial Term Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any Permitted Senior Secured Debt, (x) any Indebtedness under the Second Lien Facility (and any Incremental Equivalent Debt (as defined in the equivalent term in any document governing any Second Lien Facility)), (y) any Replacement Notes and Replacement Notes (as defined in the amount of Second Lien Credit Agreement or the equivalent term in any other document governing any Second Lien Facility), and (z)(1) any reduction in the outstanding amount of any Initial Term Loans or any other Term Loans resulting from any assignment (or purchases) made in accordance with Section 9.05(g9.05(h) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, and in each case, at the option case of Affiliates that are not Restricted Subsidiaries of the Borrower, prior to the date such payment extent contributed or transferred to the Borrower) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any Indebtedness under the Second Lien Facility (including any Incremental Loans or Incremental Equivalent Debt (as each is due anddefined in the Second Lien Credit Agreement or the equivalent term in any other document governing any Second Lien Facility)) resulting from any assignment (or purchases, including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement or the equivalent term in any other document governing any Second Lien Facility) and in the case of Affiliates that are not Restricted Subsidiaries of the Borrower, to the extent contributed or transferred to the Borrower), in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase; provided, that, in each case, excluding with respect to the ABL Facility, any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of Incremental Revolving Facility and any prepayment of Replacement Revolving Loans pursuant to Section 2.11(b)(ii)Facilities, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, repurchases, redemptions or other retirements, to the extent that such prepayments were not financed with the proceeds of long term funded Long-Term Funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that that (I) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any the First Priority Secured Obligation Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof, (II) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Other Applicable Indebtedness 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 hereofhereof (unless such other application is otherwise permitted hereunder) and (III) no prepayment under this Section 2.11(b)(i) shall be required if the amount thereof would not exceed $7,500,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222014, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Fiscal Year then ended (it being understood and agreed that for the Fiscal Year ending December 31, 2014, Excess Cash Flow Period then endedshall be calculated as if such Fiscal Year begins on the first day of the Fiscal Quarter ending September 30, 2014 and ends on December 31, 2014) (each Fiscal Year, as modified under this clause (A) for the Fiscal Year ending December 31, 2014, an “Excess Cash Flow Period”), minus (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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$1,500,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 3126, 20222014 (provided that the first prepayment period shall only include the period from the Closing Date to the last day of the Fiscal Year ending on December 26, 2014), the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b2.10(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50.0% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including or Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a2.10(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the aggregate principal amount of any reduction in loans or incremental loans under any Revolving Facility prepaid pursuant to Section 2.10(b) or 2.11(a) of the outstanding Revolving Credit Agreement (or equivalent provision under any other documents governing any Revolving Facility) and (z) the aggregate principal amount of any Term Loans resulting from Indebtedness prepaid under any assignment made in accordance with Section 9.05(g) equivalent provision of any Second Lien Facility (to the extent such voluntary prepayments are permitted by the terms of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (yAgreement), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i2.10(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(iisuch revolving loans prepaid as described under clauses (x), (y) and (z), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (x), (y) and assignments(z), to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b(1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be required unless the amount thereof exceeds $25,000,000 less than or equal to 3.00 to 1.00, but greater than 2.75 to 1.00 and (and solely with amounts in excess of $25,000,0000 2) such prepayment shall not be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary First Lien Leverage Ratio calculated on a Pro Forma Basis as of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant last day of such Fiscal Year (but without giving effect to the terms of, and to the extent payment required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ihereby) shall be reduced accordingly; provided, further, that less than or equal to the extent the holders of Other Applicable Indebtedness decline 2.75 to have such indebtedness 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 hereof1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with respect to the Fiscal Year ending December 31, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vivii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its the Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus minus, (B) without duplication of amounts reducing Excess Cash Flow, at the option of the Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), excluding any other Indebtedness that is secured on a pari passu basis with the Initial Incremental Term Loans and/or that are not secured by the Collateral) and any Revolving Loans (including Additional to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans or any revolving facility under this Agreement) prepaid (includingthat are not secured by the Collateral on a first lien basis), without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andof prepayment pursuant to this Section 2.11(b)(i), in each the case under of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments and assignmentsprepayments, solely to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its the Restricted SubsidiariesSubsidiaries or proceeds constituting a Cure Amount); provided that no any such Excess Cash Flow prepayment under this Section 2.11(b) shall be required unless only to the extent the amount thereof of such prepayment exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); 5,000,000 provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with any portion of the ECF Prepayment Amount (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repurchase, prepayment or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, it being understood that (1) the portion of such the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such indebtedness prepaidIndebtedness prepaid or repurchased, 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.

Mandatory Prepayments. (i) No i)No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Administrative Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower Borrowers shall prepay the outstanding principal amount of Initial Subject Loans that are Term B Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Administrative Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Administrative Borrower, (x) the aggregate principal amount of (I) any Term Loans Loan and/or any Revolving Loan (including Additional Term and in the case of the Revolving Loans), any other Indebtedness that to the extent such prepayment is secured on accompanied by a pari passu basis with permanent reduction of the Initial Term Loans and/or applicable Revolving Loans (including Additional Revolving Loans or any revolving facility under this AgreementCredit Commitment) prepaid (including, without limitation, pursuant to Section 2.11(a)) prior to such date and (II) any Incremental Equivalent Debt and/or Replacement Debt voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding principal amount of any Term Loans Loan resulting from any purchase or assignment made in accordance with Section 9.05(g9.05(f) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, purchase or assignment and excluding any such optional prepayments prepayment, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitmentRevolving Credit Commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of other long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Administrative Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)30,000,000; provided, further, that if at the time that any such prepayment would be required, the Administrative Borrower (or any Restricted Subsidiary of the Administrative Borrower) is also required to prepay prepay, repay or repurchase or offer to repurchase any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchasedIndebtedness, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Administrative Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the such Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term B Loans in accordance with the terms hereof) to the prepayment of the Term B Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of such Other Applicable Indebtedness decline to have such indebtedness 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 B Loans in accordance with the terms hereof.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Loans (including the 2020 Incremental Term Loans) and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans ) and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt, Replacement Notes, “Incremental Equivalent Debt” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) and “Replacement Notes” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) prepaid, repurchased, redeemed or otherwise retired prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g)(i) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement)) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)10,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.

Mandatory Prepayments. (i) No Subject to Section 2.11(b)(vii), no later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Calculation Period then ended, minus (B) at the option of unless otherwise elected by the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)optionally or voluntarily prepaid, any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (w) any Initial Loans, any other Loans or Incremental Equivalent Debt prepaid pursuant to Section 2.11(a), any ABL Loans to the extent secured on a Split Collateral Basis with the First Lien Facilities and any other Permitted Senior Secured Debt, (x) any Indebtedness under any First Lien Facilities (and any Incremental Equivalent Debt (as defined in the equivalent term in any document governing any First Lien Facilities)), (y) any Replacement Notes and Replacement Notes (as defined in the amount of First Lien Credit Agreement or the equivalent term in any other document governing any First Lien Facilities), and (z)(1) any reduction in the outstanding amount of any Term Initial Loans or any other Loans resulting from any assignment (or purchases) made in accordance with Section 9.05(g9.05(h) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, and in each case, at the option case of Affiliates that are not Restricted Subsidiaries of the Borrower, prior to the date such payment extent contributed or transferred to the Borrower) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any Indebtedness under the First Lien Facilities (including any Incremental Loans or Incremental Equivalent Debt (as each is due anddefined in the First Lien Credit Agreement or the equivalent term in any other document governing any First Lien Facilities)) resulting from any assignment (or purchases, including in connection with any Dutch Auction (as defined in the First Lien Credit Agreement or the equivalent term in any other document governing any First Lien Facilities), and in the case of Affiliates that are not Restricted Subsidiaries of the Borrower, to the extent contributed or transferred to the Borrower), in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase; provided, that, in each case, excluding with respect to the ABL Facility, any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) Incremental Revolving Facility and any Replacement Revolving Facilities (each as defined in the prior Fiscal Year (First Lien Credit Agreement or the equivalent term in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(iiother document governing any First Lien Facilities), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, repurchases, redemptions or other retirements, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)Long-Term Funded Indebtedness; provided, further, that that (I) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured by the Collateral on a senior or pari passu basis with any the Second Priority Secured Obligation Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof, (II) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Other Applicable Indebtedness 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 hereofhereof (unless such other application is otherwise permitted hereunder) and (III) no prepayment under this Section 2.11(b)(i) shall be required if the amount thereof would not exceed $9,000,000.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 20222014, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50.0% of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the BorrowerBorrower (and to the extent not reducing the amount of Excess Cash Flow pursuant to the definition of such term), (x) (i) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a2.10(a) (in the case of any Revolving Loans prepaid as described under clause (i), to the extent accompanied by a permanent reduction in the Revolving Credit Commitments of the applicable Class that is not being made in connection with a refinancing or replacement thereof), and (ii) repurchased, redeemed the aggregate principal amount of any loans or otherwise retired incremental loans under any Second Lien Facility prepaid pursuant to Section 2.10(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) prior to such date and (y) to the amount of any reduction in extent such voluntary prepayments are permitted by the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) terms of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (yAgreement), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i2.10(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (i) and assignments(ii), only to the extent that such prepayments were not financed with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) of the Borrower or its Subsidiaries) and (y) the amount of any actual Cash payments made by Holdings, the Borrower or any Subsidiary in reduction of the outstanding amount of (A) any Term Loans resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of this Agreement or (B) any term loans under any Second Lien Facility resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision of any Second Lien Facility) (and in the case of all such assignments and purchases described in clauses (A) and (B), to the extent that such prepayments were not financed with the proceeds of long long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving LoansIndebtedness) and such Term Loans and other term loans are cancelled and cease to be outstanding))) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b(1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be required unless the amount thereof exceeds $25,000,000 less than or equal to 4.00 to 1.00, but greater than 3.25 to 1.00 and (and solely with amounts in excess of $25,000,0000 2) such prepayment shall not be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant last day of such Fiscal Year (but without giving effect to the terms of, and to the extent payment required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ihereby) shall be reduced accordingly; provided, further, that less than or equal 3.25 to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereof1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222020, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vivii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its the Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus minus, without duplication of amounts reducing Excess Cash Flow, (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), excluding any other Indebtedness that is secured on a pari passu basis with the Initial Incremental Term Loans and/or that are not secured by the Collateral) and any Revolving Loans (including Additional to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans or any revolving facility under this Agreement) prepaid (includingthat are not secured by the Collateral on a first lien basis), without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andof prepayment pursuant to this Section 2.11(b)(i), in each the case under of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments and assignmentsprepayments, solely to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its the Restricted SubsidiariesSubsidiaries or proceeds constituting a Cure Amount); provided that no any such Excess Cash Flow prepayment under this Section 2.11(b) shall be required unless only to the extent the amount thereof of such prepayment exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with any portion of the ECF Prepayment Amount (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repurchase, prepayment or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, it being understood that (1) the portion of such the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such indebtedness prepaidIndebtedness prepaid or repurchased, 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.

Mandatory Prepayments. (i) No xxxx.Xx later than the fifth (5th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Calculation Period then ended, minus (B) at $15,000,000 minus (C) unless otherwise elected by the option Borrower (in which case any such amount shall be deducted from the calculation of the BorrowerExcess Cash Flow instead), (x) the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (1) any Term Loans (including Additional Initial Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Loans, Incremental Equivalent Debt or any Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date any ABL Loans and any Permitted Senior Secured Debt, and (y2) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due and, in each case under clause (y)Replacement Notes, based upon the actual amount of cash paid in connection with the relevant assignmentassignment or purchase, except, in each case, excluding to the extent financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the ABL Facility, any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of Incremental Revolving Facility and any prepayment of Replacement Revolving Loans pursuant to Section 2.11(b)(ii)Facility, to the extent accompanied by a permanent reduction in the relevant commitment, and minus (D) all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the option of the Borrower, in the case of all any Calculation Period, any Cash payments in respect of any such prepayments and assignmentscapital expenditures made prior to the date of the Excess Cash Flow payment in respect of such Calculation Period, except, in each case, to the extent that such prepayments were not financed with Long-Term Funded Indebtedness, minus (E) Cash payments made during such Calculation Period (or, at the proceeds of long term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))) option of the Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b), except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the Borrower (in which case any such amount shall be required unless deducted from the amount thereof exceeds $25,000,000 calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the Borrower (in its sole discretion), made after such Calculation Period and solely with amounts prior to the date of the applicable Excess Cash Flow payment) in excess respect of $25,000,0000 shall be required to be prepaidRestricted Payments made under Sections 6.04(a)(i); provided, further(ii), that (iv), (v), (viii)(B), (x), (xi), (xiii) and (xv). Notwithstanding the foregoing, (I) if at the time that any such prepayment would be required, the Borrower (or any other Restricted Subsidiary of the Borrower) is also required to prepay Prepay any Indebtedness that is secured on a pari passu basis with any the First Priority Secured Obligation Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchasedPrepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereofhereof and (II) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaidOther Applicable Indebtedness 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 hereofhereof (unless such other application is otherwise permitted hereunder).

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222021, the Parent Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to the product of (x) a fraction, the “ECF Prepayment Amount”numerator of which is the outstanding principal amount of Initial Term Loans and Additional Term Loans required to be prepaid pursuant to this clause (i) and the denominator of which is the sum of the aggregate principal amount of loans under the Existing Credit Agreement required to be prepaid pursuant to Section 2.11(b)(i) of the Existing Credit Agreement and the outstanding principal amount of Initial Term Loans and Additional Term Loans required to be prepaid pursuant to this clause (i) multiplied by (y) an amount equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the Parent Borrower, (x) the aggregate principal amount of (x) any Initial Term Loans (including Loans, Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired ABL Loans prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the such date such payment is due and, in each case under clause (y), and based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Additional Revolving Loans pursuant to Section 2.11(b)(ii)or ABL Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Parent Borrower or its Restricted Subsidiaries); provided that (I) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.50 to 1.00, but greater than 3.00 to 1.00 and (II) such prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.00 to 1.00; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Initial Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Additional Term Loans that would have otherwise been shall be required pursuant to this clause (i) in an amount that exceeds the amount required to be prepaid pursuant to Section 2.11(b)(i) shall be reduced accordingly; provided, further, of the Existing Credit Agreement that to is declined by the extent Term Lenders (as defined in the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the Existing Credit Agreement). Amounts so 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 and Additional Term Loans in accordance with the terms hereof.

Mandatory Prepayments. (i) No later than the fifth Within five (5) Business Day Days after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be have been delivered pursuant to Section 5.01(b6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the Fiscal Year ending December 31, 2022, the Borrower Borrowers shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject cause to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in be prepaid an aggregate principal amount (the “ECF Prepayment Amount”) of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the Required Excess Cash Flow Percentage “ECF Percentage”) of Excess Cash Flow of the Borrower and its Restricted Subsidiaries Flow, if any, for the Excess Cash Flow Period then endedfiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the option Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the Borrowerimmediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the aggregate principal amount ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of any Term Loans after such year as contemplated above in clause (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(aB)) repurchased, redeemed as of the last day of the fiscal year covered by such financial statements was less than 3.754.00:1.00 and greater than or otherwise retired prior equal to such date 3.503.75:1.00 and (y) the amount of any reduction in ECF Percentage shall be 0% if the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement First Lien Senior Secured Leverage Ratio (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior after giving effect to the date such payment is due and, in each case under clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction after such year as contemplated above in the relevant commitment, and in the case of all such prepayments and assignments, to the extent that such prepayments were not financed with the proceeds of long term funded Indebtedness clause (other than revolving Indebtedness (excluding any Revolving Loans)B)) as of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary last day of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing fiscal year covered by such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereoffinancial statements was less than 3.503.75:1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222018, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans)voluntary prepayment, repurchase, redemption or other retirement of any other Indebtedness that is secured on a pari passu basis with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, First Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any First Lien Debt other than any Loan, the corresponding provision of the documentation governing any other First Lien Debt) prior to such date, (y) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any Second Lien Debt pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or, with respect to any Second Lien Debt other than any Loan (as defined in the Second Lien Credit Agreement), the corresponding provision of the documentation governing any other Second Lien Debt) repurchased(to the extent the relevant voluntary prepayment, redeemed repurchase, redemption or otherwise retired other retirement is permitted by the terms of this Agreement) prior to such date and (yz) (1) the amount of any reduction in the outstanding amount of any Term Loans First Lien Debt resulting from any assignment made in accordance with Section 9.05(g) of permitted or not restricted by this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year orand/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in each case, at the option outstanding amount of any Second Lien Debt that is permitted under this Agreement (including in connection with any Dutch Auction (as defined in the Borrower, Second Lien Credit) Agreement (or the equivalent term in the documentation governing any other Second Lien Debt)) prior to the date such payment is due and, in each case under this clause (yz), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long other long-term funded Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to First Lien Debt of the terms of, and to type described in clause (b) of the extent required by, the documentation governing such Indebtedness definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness Indebtedness 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.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower Representative are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222015, the Borrower shall Borrowers shall, jointly and severally, prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject (unless specified otherwise in the applicable amendment relating to ratable prepayment requirements such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage 50% of Excess Cash Flow of the Borrower Borrowers and its their Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus (B) at the option of the BorrowerBorrower Representative, (x) the aggregate principal amount of any Initial Term Loans (including other than the prepayment of Original Term Loans as contemplated by the First Amendment), Additional Term Loans), any other Indebtedness that is secured on a Revolving Loans or Additional Revolving Loans (in each case, to the extent ranking pari passu basis in right of payment and with respect to security with the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this AgreementLoans) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date (calculated by reference to the Dollar Equivalent thereof, in the case of any such prepayments made in a currency other than Dollars) and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans resulting from or Additional Term Loans retired and cancelled as a result of any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or), in each case, at the option case of the Borrower, prior to the date such payment is due and, in each case under this clause (y), based upon ) prior to such date and in an amount equal to the actual amount of cash paid in connection with the relevant assignmentassignment (calculated by reference to the Dollar Equivalent thereof, in each casethe case of any such payments made in a currency other than Dollars), excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (and in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignmentsprepayments, to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower Borrowers or its their Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b(I) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess such percentage of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) Excess Cash Flow shall be reduced accordingly; provided, further, that to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the extent payment required hereby) is less than or equal to 1.251.00 to 1.00, but greater than 1.000.50 to 1.00 and (II) such prepayment shall not be required if the holders Total Leverage Ratio calculated on a Pro Forma Basis as of Other Applicable Indebtedness decline the last day of the relevant Fiscal Year (but without giving effect to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten (10payment required hereby) Business Days after the date of such rejection) be applied is less than or equal to prepay the Term Loans in accordance with the terms hereof1.000.50 to 1.00.

Mandatory Prepayments. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 20222020, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vivii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its the Restricted Subsidiaries for the Excess Cash Flow Period Fiscal Year then ended, minus minus, without duplication of amounts reducing Excess Cash Flow, (B) at the option of the Borrower, (x) the aggregate principal amount of (x) any Term Loans (including Additional Term Loans), excluding any other Indebtedness that is secured on a pari passu basis with the Initial Incremental Term Loans and/or that are not secured by the Collateral) and any Revolving Loans (including Additional to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans or any revolving facility under this Agreement) prepaid (includingthat are not secured by the Collateral on a first lien basis), without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made during such Fiscal Year or, in each case, at the option of the Borrower, prior to the date such payment is due andof prepayment pursuant to this Section 2.11(b)(i), in each the case under of this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii)revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments and assignmentsprepayments, solely to the extent that such prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its the Restricted SubsidiariesSubsidiaries or proceeds constituting a Cure Amount); provided that no any such Excess Cash Flow prepayment under this Section 2.11(b) shall be required unless only to the extent the amount thereof of such prepayment exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid)5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with any Secured Obligation the Obligations pursuant to the terms of, and to the extent required by, of the documentation governing such Indebtedness with any portion of the ECF Prepayment Amount (such Indebtedness required to be so prepaid repaid or repurchased (or offered to be so repaid or repurchased), the “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount), then the Borrower relevant Person may apply such portion of the ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repurchase, prepayment or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, it being understood that (1) the portion of such the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such indebtedness prepaidIndebtedness prepaid or repurchased, the declined amount shall LEGAL_US_E # 159035042.9 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.

Mandatory Prepayments. (i) No later than the fifth tenth (10th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 202220202024, the Borrower shall prepay the outstanding principal amount of Initial Term Subject Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, the sum of (x1) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with the Initial Secured Obligations that the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of any Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to Section 2.11(a)) repurchased, redeemed or otherwise retired during such period and prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien Term Loans (or any other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement) optionally prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise optionally prepaid, redeemed or repurchased pursuant to any equivalent provision under any other document governing any such other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement))) during such period and prior to such date[reserved] and (y4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) made Auction during such Fiscal Year orperiod and prior to such date and, in each casethe case of this clause (4), based upon the principal amount of Indebtedness subject to the relevant assignment or purchase, minus (C) at the option of the Borrower, prior the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the date extent such payment is due andpayments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount of Investments (other than Investments in each case under clause Holdings, the Borrower or any Restricted Subsidiary and other than Investments in Cash or Cash Equivalents) and acquisitions not prohibited by this Agreement made during such Excess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (y3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), based upon to the actual extent that such Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in connection with Cash by the relevant assignmentBorrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase orders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-month period; provided, that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) to the extent such payments are made during such Fiscal Year or after the end of such Fiscal Year and prior to the date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) excluding any such optional prepayments prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (in the case of any prepayment of Revolving Loans pursuant to Section 2.11(b)(ii), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments and assignments, III) to the extent that such the relevant prepayments were not financed with the proceeds of long term funded other Indebtedness (other than revolving Indebtedness (excluding any Revolving Loans))Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b2.11(b)(i) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated thereof would exceed $20,000,000 after giving effect to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, calculations and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans adjustments described in accordance with the terms hereofclauses (A) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i(B) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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 hereofabove.