Common use of Consolidated Excess Cash Flow Clause in Contracts

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

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

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower shall, within ten Business Days no later than 120 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of the Loans pursuant to Section 10.6(k14.3.6, and (z) shall be limited to repayments of Loans made with the actual amount cash proceeds of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereofany refinancing Debt)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.1.2(e) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) 3.00:1.00 or less than or equal to 4.50:1.00 but and greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans14.3.6, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (Bz) less than repayments of Loans made with the cash proceeds of any refinancing Debt) or equal to 4.00:1.00(2) 2.50:1.00 or less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection funded with such repayments) paid from Internally Generated Cash the aggregate principal amount of any (provided that such reduction as w) Term Loans, Incremental Term Loans secured on a result of prepayments made pari passu basis with the Initial Term Loans, Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans or Incremental Revolving Loans prepaid pursuant to Section 10.6(k2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the relevant commitment) shall be limited or Other Applicable Indebtedness,(x) Term Loans (in the case of Incremental Term Loans and Refinancing Term Loans, to the extent secured on a pari passu basis with the Initial Term Loans) assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (x), based upon the actual amount of cash used to prepay principal of Term LoansCash paid in connection with the relevant assignment or purchase, First Lien Loans or Refinanced Debt (as defined y) [reserved] and (z) [reserved], and, in the First Lien Credit Agreementcase of clauses (w) and (as opposed x), to the face amount thereof)); providedextent such prepayment, ifassignment or purchase was made during such Excess Cash Flow Period or, as of the last day of the most recently ended Fiscal Yearwithout duplication across such period, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference after year end and prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date when such Excess Cash Flow prepayment is due (the Consolidated Total Net Leverage Ratio as difference of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00minus (B), the Borrowers “ECF Prepayment Amount”); provided that, a prepayment shall only be required to make for any Consolidated Excess Cash Flow Period only if the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of ECF Prepayment Amount for such Consolidated Excess Cash Flow minus Period is greater than $5,000,000 (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except and only to the extent of the applicable revolving credit commitments are permanently reduced amounts in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount excess thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of any Revolving Loans but solely to the Loansextent the Revolving Commitments are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), First Lien Loans or Refinanced Debt in each case under clauses (as defined in the First Lien Credit Agreementii) made through (iv) above, (1) during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.13(d) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.13(d) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00Year is due as provided above and, the Borrowers shall in each case, only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent such prepayments, repurchases or redemptions have not been financed with the applicable proceeds of incurrences of Long-Term Indebtedness (other than revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (Indebtedness); provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) no prepayment shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(d) unless the amount thereof would equal or exceed $10,000,000.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182008), the Borrowers Company shall, within ten Business Days no later than one hundred (100) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.14(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus Flow.” (h) Section 2.24 of the Credit Agreement is hereby amended by replacing the reference to “$25,000,000” with “$100,000,000” and deleting the last paragraph in its entirety and replacing it with the following: “The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Term Loans, (ii) voluntary prepayments the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien and (iii) the rate of interest and any non-usage fee applicable to the New Term Loans or Refinanced Debt (of each Series shall be as defined determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the New Term Loans after consummation of the transactions contemplated in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Second Amendment shall not be required greater than the highest interest rate that may, under any circumstances, be payable with respect to make Term Loans plus 0.25% per annum unless the prepayments and/or reductions otherwise required by interest rate with respect to the Term Loan is increased so as to equal the interest rate applicable to the New Term Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Syndication Agent and Administrative Agent, to effect the provisions of this Section 2.14(e)2.24.”

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31in 2008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) Swing Line Loans except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than 3.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) Swing Line Loans except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash ); provided, further, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (provided that determined for any such reduction as a result of prepayments made period by reference to the Compliance Certificate delivered pursuant to Section 10.6(k5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans2.00:1.00 or less, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be is positive Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 2018), the Borrowers shallBorrower will, within ten Business Days five (5) days of delivery (or, if later, required delivery) of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b5.1(a) (the date of such payment, the “ECF Payment Date”), prepay the Term Loans and/or certain other Obligations as set forth in accordance with Section 2.15(b) in an aggregate amount equal to 50% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of the sum of (subject to Sections 2.15(e) and 2.15(f)): (i) 50% of such Consolidated Excess Cash Flow minus for such Fiscal Year, minus (ii) the aggregate amount of all voluntary repayments or prepayments of the Loans (including Incremental Term Loans) and any other Pari Passu Lien Indebtedness, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) each case made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except after such Fiscal Year end but prior to the extent ECF Payment Date (other than (A) repayments or prepayments of Revolving Loans, unless such repayments or prepayments are accompanied by a permanent reduction of the applicable revolving credit commitments are permanently reduced Revolving Credit Commitments in connection with such repaymentslike amount, (B) paid from Internally Generated Cash (provided that such reduction as a result repurchases or other refinancing of prepayments made Term Loans pursuant to Section 10.6(k2.26 or substantially comparable repurchase or refinancing provisions in the definitive documentation governing such other Indebtedness and (C) shall be limited repayments or prepayments of Loans or such other Indebtedness with proceeds of Funded Debt), minus (iii) the aggregate amount of all voluntary purchases, repayments or prepayments of the Term Loans (including Incremental Term Loans) and any other Pari Passu Lien Indebtedness made at a discount to par in compliance with Section 2.25 or Section 10.6(j) or comparable provisions in the definitive documentation governing such other Indebtedness (in each case, other than any such purchase, repayment or prepayment made with proceeds of Funded Debt), with such amount being equal to the actual discounted amount actually paid in respect of cash used to prepay principal of Term Loans, First Lien Loans such prepayment for such Indebtedness during such Fiscal Year or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed after such Fiscal Year end but prior to the face amount thereof))ECF Payment Date; providedprovided that so long as no Default or Event of Default has occurred and is continuing, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis (determined for any such Fiscal Year period by reference to the applicable Compliance Certificate delivered pursuant to Section 5.1(c) 5.1(e), calculating the Consolidated Total Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall be is (Ai) less than or 3.25:1.00 but equal to 4.50:1.00 but or greater than 4.00:1.002.75:1.00, the Borrowers shall only ECF Percentage will be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (Bii) less than or equal to 4.00:1.002.75:1.00, the Borrowers shall not ECF Percentage will be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)0%.

Consolidated Excess Cash Flow. Subject to Section 2.14(g2.15(c), if in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182008 (but only to the extent of Consolidated Excess Cash Flow resulting from operations of the Acquired Business after the Acquisition), the Borrowers Borrower shall, within ten Business Days no later than ninety-five days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans except (x) to the extent the Revolving Commitments are permanently reduced in connection with such repayments or (y) to the extent the proceeds thereof are used to fund fees under Section 2.11(d) or under Section 2.11(a) of the Second Lien Credit Agreement); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.00:1.00 or less but greater than 2.50:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt Swing Line Loans except (as defined in the First Lien Credit Agreementx) except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) or under Section 2.11(a) of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Second Lien Credit Agreement), (B) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 2.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.00:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt Swing Line Loans except (as defined in the First Lien Credit Agreementx) except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) or under Section 2.11(a) of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Second Lien Credit Agreement) or (as opposed to the face amount thereof)C) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be is positive Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers shallBorrower will, within ten five (5) Business Days of delivery (or, if later, required delivery) of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b5.1(a) (the date of such payment, the “ECF Payment Date”), prepay the Term Loans and/or certain other Obligations as set forth in accordance with Section 2.15(b) in an aggregate amount equal to 25% (such percentage, as it may be increased or decreased as described below, the “ECF Percentage”) of the sum of (subject to Sections 2.15(e) and 2.15(f)): (i) 50% of such Consolidated Excess Cash Flow minus for such Fiscal Year, minus (ii) the aggregate amount of all voluntary repayments or prepayments of the Loans (including Incremental Term Loans, First but excluding Term C Loans) and any other Pari Passu Lien Loans or Refinanced Debt (as defined Indebtedness, in the First Lien Credit Agreement) each case made during such Fiscal Year (excluding other than (A) repayments or prepayments of revolving First Lien Incremental Revolving Loans, unless such repayments or prepayments are accompanied by a permanent reduction of the Incremental Revolving Credit Commitments in like amount, (B) repurchases or other refinancing of Term Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k2.26 or substantially comparable repurchase or refinancing provisions in the definitive documentation governing such other Indebtedness and (C) shall be limited to repayments or prepayments of Loans or such other Indebtedness with proceeds of Funded Debt), minus (iii) the actual aggregate amount of cash used to prepay principal all voluntary purchases, repayments or prepayments of the Term Loans (including Incremental Term Loans, First but excluding Term C Loans) and any other Pari Passu Lien Loans Indebtedness made at a discount to par in compliance with Section 2.25 or Refinanced Debt (as defined Section 10.6(j) or comparable provisions in the First Lien Credit Agreement) definitive documentation governing such other Indebtedness (as opposed in each case, other than any such purchase, repayment or prepayment made with proceeds of Funded Debt), with such amount being equal to the face discounted amount thereof))actually paid in respect of such prepayment for such Indebtedness during such Fiscal Year; provided, provided that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such Fiscal Year period by reference to the applicable Compliance Certificate delivered pursuant to Section 5.1(c) 5.1(e), calculating the Consolidated Total First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall is (i) equal to or greater than 2.50:1.00, the ECF Percentage will be increased to 50% and (Aii) equal to or less than or equal to 4.50:1.00 but greater than 4.00:1.001.50:1.00, the Borrowers shall only ECF Percentage will be required decreased to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% 0%, so long as no Default or Event of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) Default has occurred and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)is continuing.

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

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

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

Consolidated Excess Cash Flow. Subject On the first Business Day after financial statements for any fiscal quarter have been delivered pursuant to Section 2.14(g6.01(a) or (b), if there as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal quarter ending March 31, 2020), the Borrower shall be prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31fiscal quarter covered by such financial statements, 2018, minus (B) the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) all voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k2.03(a) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered and amortization payments made pursuant to Section 5.1(c2.05(a) calculating or Section 2.05(b), in each case made during such prior fiscal quarter funded from Consolidated Excess Cash Flow and not made with any Excluded Sources, minus (C) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06(a) (whether or not actually made) (such prepayment to be applied as set forth in clause (iv) below). As used in this Section 2.03(b)(i), the term “Applicable ECF Percentage” for any fiscal quarter means (i) 50.0%, if the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Yearprior fiscal quarter was greater than 3.50 to 1.0, (ii) 25.0%, if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.50 to 1.0 but greater than 3.00 to 1.00 or (iii) 0% if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (Ax) less than or equal the portion of such ECF Prepayment Amount allocated to 4.50:1.00 but greater than 4.00:1.00, the Borrowers Other Applicable Indebtedness shall only be not exceed the portion of such ECF Prepayment Amount required to make be allocated to the prepayments and/or reductions otherwise required hereby in an amount equal Other Applicable Indebtedness pursuant to (1) 25% the terms thereof, and the remaining amount, if any, of such Consolidated Excess Cash Flow minus ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2y) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in connection with any event within ten Business Days after the date of such repaymentsrejection) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used applied to prepay principal of the Term Loans, First Lien Loans or Refinanced Debt (as defined in accordance with the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)terms hereof.

Consolidated Excess Cash Flow. Subject to Section 2.14(g2.15(b), if in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182008 (but only to the extent of Consolidated Excess Cash Flow resulting from operations of the Acquired Business after the Acquisition)), the Borrowers Borrower shall, within ten Business Days no later than ninety-five days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) 2.15 in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments or (y) to the extent the proceeds thereof are used to fund fees under Section 2.11(d) of the First Lien Credit Agreement or under Section 2.11(a) hereof); provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.00:1.00 or less but greater than 2.50:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of revolving Revolving Loans or Swing Line Loans (each as defined in the First Lien Loans or Refinanced Debt Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repaymentsrepayments or (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit AgreementAgreement or under Section 2.11(a) (as opposed to the face amount thereof)hereof); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(cB) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 2.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.00:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt and voluntary repayments of the Loans (as defined in the First Lien Credit Agreement) made during such Fiscal Year from operating cash flow (excluding repayments of revolving Revolving Loans or Swing Line Loans (each as defined in the First Lien or Refinanced Debt Credit Agreement) except (x) to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repaymentsrepayments or (y) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash extent the proceeds thereof are used to prepay principal fund fees under Section 2.11(d) of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit AgreementAgreement or under Section 2.11(a) hereof); or (as opposed to the face amount thereof)C) and (B) less than 2.00:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby.

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182017)2020), the Borrowers shall, within ten Business Days Borrower shall not be required to make any prepayments for such Fiscal Year under this Section 2.12(d) to the extent that as of the date on which last day of the Borrowers are required most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any such period by reference to deliver the financial statements of Holdings and its Restricted Subsidiaries Compliance Certificate delivered pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b5.01(e) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in calculating the First Lien Credit Agreement) made during LTV Ratio as of the last day of such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kYear) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof))less than 20%; provided, provided that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage First Lien LTV Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(e) calculating the Consolidated Total Net Leverage First Lien LTV Ratio as of the last day of such Fiscal Year) shall be (A) less greater than or equal to 4.50:1.00 but 20% and less than 35%, the Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to (i) 25% of such Consolidated Excess Cash Flow, minus (ii) voluntary repayments of the Loans pursuant to Section 2.11 during such Fiscal Year or after such Fiscal Year end and prior to the time such prepayment pursuant to this clause is due other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales; provided, further that if, as of the last day of the most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be greater than 4.00:1.00or equal to 35%, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 2550% of such Consolidated Excess Cash Flow Flow, minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made pursuant to Section 2.11 during such Fiscal Year (excluding repayments other than prepayments funded with the proceeds of revolving First Lien Indebtedness, Equity Interests or Refinanced Debt (Asset Sales; provided, further that if, as defined in of the last day of the most recently ended Fiscal Year, the First Lien Credit Agreement) except LTV Ratio (determined for any such period by reference to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Compliance Certificate delivered pursuant to Section 10.6(k5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.0020%, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by for such Fiscal Year under this Section 2.14(e2.12(d).

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if (i) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31Quarter, 2018, the Borrowers shall, within ten Business Days no later than forty-eight (48) days after the end of such Fiscal Quarter (or, in the case of the date on which fourth Fiscal Quarter in any Fiscal Year only, no later than seventy-eight (78) days after the Borrowers are required to deliver the financial statements end of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(bsuch fourth Fiscal Quarter), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to fifty percent (i50%) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except Flow; provided that prior to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result first day occurring on or after January 1, 2009 on which Holdings and its Subsidiaries have more than $75,000,000 of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term LoansUnrestricted Cash, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make prepayments pursuant to this clause (e). For the avoidance of doubt, commencing with the first Fiscal Quarter commencing on or after January 1, 2009 during which there occurs the first day on which Holdings and its Subsidiaries have more than $75,000,000 of Unrestricted Cash and for each Fiscal Quarter thereafter (whether or not Holdings and its Subsidiaries continue to have more than $75,000,000 of Unrestricted Cash), Borrowers shall be required to make prepayments and/or reductions otherwise pursuant to this clause (e) with respect to such Fiscal Quarter. (ii) In connection with the delivery of the audited financial statements with respect to any applicable Fiscal Year pursuant to Section 5.1(c), the Administrative Borrower shall recalculate the Consolidated Excess Cash Flow for the four Fiscal Quarters during such Fiscal Year and provide to Administrative Agent a revised prepayment certificate demonstrating the calculation of the amount of Consolidated Excess Cash Flow for such four Fiscal Quarters prepared in accordance with Section 2.12(g). If such recalculated amount of Consolidated Excess Cash Flow of the Borrowers for such Fiscal Year (based on the audited annual financial statements delivered pursuant to Section 5.1(c)) (the “Recalculated ECF”) is greater than the aggregate amount of Consolidated Excess Cash Flow reported for the four Fiscal Quarters in such Fiscal Year as determined by the Borrowers in accordance with subclause (i) of this clause (e) (such excess, the “ECF Surplus Amount”), the Borrowers shall promptly, and in any event within two (2) Business Days, pay to the Lenders an amount equal to 50% of the ECF Surplus Amount in accordance with Section 2.13(b). If the Recalculated ECF is less than the aggregate amount of Consolidated Excess Cash Flow for the four Fiscal Quarters in such Fiscal Year as determined by the Borrowers in accordance with subclause (i) of this clause (e) (such excess, the “ECF Shortfall Amount”), an amount equal to 50% of such ECF Shortfall Amount shall be credited against any payments owed by the Borrowers to the Lenders for the first Fiscal Quarter for which the payment under subclause (i) of this clause (e) has not yet been made (which may include the payment for the fourth Fiscal Quarter in any Fiscal Year if the audited financial statements for such Fiscal Year have been delivered pursuant to Section 5.1(c) prior to the date on which such payment is due under subclause (i) of this clause (e)) and in each subsequent Fiscal Quarter thereafter until the ECF Shortfall Amount shall be equal to $0; provided, that such credit shall be reduced, on a dollar for dollar basis, by the amount, if any, required to be prepaid by this the Borrower to the Lenders for the preceding four fiscal quarters pursuant to Section 2.14(e)2.12 (e)(i) that were not so prepaid.

Consolidated Excess Cash Flow. Subject On or prior to the tenth Business Day after financial statements have been delivered pursuant to Section 2.14(g6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal year ending December 31, 2022), if there the Borrower shall be prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements, minus (B) solely to the extent not deducted in the calculation of Consolidated Excess Cash Flow, the sum of (1) all voluntary prepayments of Term Loans, loans under any Fiscal Year beginning Incremental Equivalent Debt, Revolving Loans and/or loans under other Funded Debt, in each case, secured on a pari passu or junior basis with the Fiscal Year ending December 31Liens securing the Financing Obligations hereunder, 2018in each case, made during such fiscal year or after the Borrowers shallend of such fiscal year and prior to the date such ECF Prepayment Amount is due (in the case of any such Revolving Loans or other revolving indebtedness prepaid, within ten Business Days to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments are financed with internally generated cash of the Borrower or any Restricted Subsidiary or the sale or issuance of Equity Interests in the Borrower (and not from the proceeds of Funded Debt) and, in the case of all such prepayments made after the end of such fiscal year and prior to the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) in any subsequent period), minus (ii2) voluntary prepayments repurchases of Term Loans purchased pursuant to Section 10.06(h), limited to the actual purchase price paid in cash and to the extent financed with internally generated cash of the Loans, First Lien Loans Borrower or Refinanced Debt (as defined any Restricted Subsidiary or the sale or issuance of Equity Interests in the First Lien Credit Agreement) Borrower (and not from the proceeds of Funded Debt), in each case, made during such Fiscal Year (excluding repayments fiscal year or after the end of revolving First Lien Loans or Refinanced Debt (as defined such fiscal year and prior to the date such Excess Cash Flow prepayment is due and, in the First Lien Credit Agreementcase of all such repurchases made after the end of such fiscal year and prior to the date such Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) except in any subsequent period; minus (3) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06 (whether or not actually made) (such prepayment to be applied as set forth in clause (iv) below); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made amount due pursuant to this Section 10.6(k2.03(b)(i) shall be limited (if any) for such period is in excess of $[ l ] and only with respect to the actual amount of cash due pursuant to this Section 2.03(b)(i) in excess thereof. As used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereofthis Section 2.03(b)(i)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio term “Applicable ECF Percentage” for any fiscal quarter means (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(ci) calculating 0.0%, if the Consolidated Total Senior Secured Net Leverage Ratio as of the last day of such Fiscal Yearprior fiscal quarter was equal to or less than 3.50 to 1.00, (ii) 25.0%, if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 3.50 to 1.00 but equal to or less than 4.00 to 1.00 or (iii) 50.0% if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 4.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (Ax) less than or equal the portion of such ECF Prepayment Amount allocated to 4.50:1.00 but greater than 4.00:1.00, the Borrowers Other Applicable Indebtedness shall only be not exceed the portion of such ECF Prepayment Amount required to make be allocated to the prepayments and/or reductions otherwise required hereby in an amount equal Other Applicable Indebtedness pursuant to (1) 25% the terms thereof, and the remaining amount, if any, of such Consolidated Excess Cash Flow minus ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2y) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in connection with any event within ten Business Days after the date of such repaymentsrejection) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used applied to prepay principal of the Term Loans, First Lien Loans or Refinanced Debt (as defined in accordance with the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)terms hereof.

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182020), the Borrowers Company shall, within ten Business Days no later than 150 days after the end of the date on which the Borrowers are required such Fiscal Year, offer to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(bSections 2.14(b) and 2.14(d) in an aggregate amount equal to the excess of (i) 50% of such Consolidated Excess Cash Flow minus over (ii) solely to the extent not financed with Indebtedness, the aggregate amount of all voluntary prepayments of the Loans, First Lien Term Loans or Refinanced Debt (as defined in the First Lien including Credit AgreementParty Purchases) made during such Fiscal Year (excluding repayments it being understood that the aggregate amount of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with any such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) prepayment shall be limited to the actual amount of the Borrower’s cash used to prepay principal payment in respect of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreementsuch prepayment) (as opposed to the face amount thereof)“Voluntary Term Loan Prepayments”); provided, ifhowever, that if the Leverage Ratio as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such completed Fiscal Year by reference to the Compliance Certificate for which financial statements have been delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) is less than or equal to 4.50:1.00 but greater than 4.00:1.003.25 to 1.00, the Borrowers Company shall only not be required to make offer to prepay the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to this Section 10.6(k) shall be limited to 2.13(d); provided, further that the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Company shall not be required to make any offer to prepay the prepayments and/or reductions otherwise required by Loans pursuant to this Section 2.14(e2.13(d) at any time if after giving effect to such prepayment, the Excess Cash Flow Payment Conditions for mandatory prepayments pursuant to this Section 2.13(d) would not be satisfied. In the event that the Company is not required to offer to make a payment during the first 150 days of a Fiscal Year because the Excess Cash Flow Payment Conditions for such payment were not satisfied and after the 150 days the Company satisfies the Excess Cash Flow Payment Conditions, then within 10 Business Days of satisfying such Excess Cash Flow Payment Conditions, the Company shall make an offer to prepay in accordance with this Section 2.13(d).

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182017), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent not funded with long-term indebtedness (other than revolving Indebtedness) or Specified Equity Contributions, the applicable revolving credit commitments are permanently reduced in connection with such repaymentsaggregate principal amount of any (w) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Term Loans, Incremental Term Loans, Refinancing Term Loans, Revolving Loans, Refinancing Revolving Loans or Incremental Revolving Loans prepaid pursuant to Section 10.6(k2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the relevant commitment),(x) shall be limited Term Loans assigned to or purchased by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (x), based upon the actual amount of cash used to prepay principal of Cash paid in connection with the relevant assignment or purchase, (y) Subordinated Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered prepaid pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as 2.12 of the last day of such Fiscal YearSubordinated Credit Agreement and (z) shall be (ASubordinated Term Loans assigned to or purchased by Holdings, any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the LoansSubordinated Credit Agreement and, First Lien Loans or Refinanced Debt in each case under this clause (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to z), based upon the actual amount of cash used to prepay principal of Term LoansCash paid in connection with the relevant assignment or purchase, First Lien Loans or Refinanced Debt (as defined and, in the First Lien Credit Agreement) case of clauses (as opposed to the face amount thereofw), (x), (y) and (z), to the extent such prepayment, assignment or purchase was made during such Excess Cash Flow Period or, without duplication across such period, after year end and prior to the date when such Excess Cash Flow prepayment is due (the difference of (A) minus (B) less than or equal to 4.00:1.00), the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e“ECF Prepayment Amount”).

Consolidated Excess Cash Flow. Subject to the terms of the Intercreditor Agreement and Section 2.14(g2.14(h), if for each Fiscal Year ending after the Closing Date, in the event that there shall be Consolidated Excess Cash Flow for any such Fiscal Year beginning with (or, in the case of the Fiscal Year ending December 31, 20182013, Consolidated Excess Cash Flow for the Borrowers portion of such year commencing on August 1, 2013 and ending on the last day of such Fiscal Year), Borrower shall, within ten Business Days no later than one hundred and twenty (120) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, that if, as of the last day of the most recently ended Fiscal Year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Total Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 4.50:1.00 or less but greater than 3.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans and the First Lien Term Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans, First Lien Loans or Refinanced Debt (in each case under and as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (, except to the extent the Revolving Commitments under and as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments Agreement are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k10.6(h) shall be limited to the actual amount of cash used to prepay principal of Term Loans, and First Lien Term Loans or Refinanced Debt (as defined in pursuant to Section 10.6(h) of the First Lien Credit Agreement), (B) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) 3.50:1.00 or less than or equal to 4.50:1.00 but greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans and the First Lien Term Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repayments of Revolving Loans or Swing Line Loans, First Lien Loans or Refinanced Debt (in each case under and as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (, except to the extent the Revolving Commitments under and as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments Agreement are permanently reduced in connection with such repaymentsrepayments and (y) paid from Internally Generated Cash (provided that such reduction as a result repurchases of prepayments made Term Loans pursuant to Section 10.6(k10.6(h) shall be limited to the actual amount of cash used to prepay principal of Term Loans, and First Lien Term Loans or Refinanced Debt (as defined in pursuant to Section 10.6(h) of the First Lien Credit Agreement) or (as opposed to the face amount thereof)C) and (B) less than 2.50:1.00 or equal to 4.00:1.00less, the Borrowers Borrower shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)hereby with respect to such Fiscal Year.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be is positive Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182025), the Borrowers shallBorrower will, within ten Business Days five (5) days of delivery (or, if later, required delivery) of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b5.1(a) (the date of such payment, the “ECF Payment Date”), prepay the Term Loans and/or certain other Obligations as set forth in accordance with Section 2.15(b) in an aggregate amount equal to 50% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of the sum of (subject to Sections 2.15(e) and 2.15(f)): (i) 50% of such Consolidated Excess Cash Flow minus for such Fiscal Year, minus (ii) the aggregate amount of all voluntary repayments or prepayments of the Loans (including Incremental Term Loans) and any other Pari Passu Lien Indebtedness, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) each case made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except after such Fiscal Year end but prior to the extent ECF Payment Date (other than (A) repayments or prepayments of Revolving Loans, unless such repayments or prepayments are accompanied by a permanent reduction of the applicable revolving credit commitments are permanently reduced Revolving Credit Commitments in connection with such repaymentslike amount, (B) paid from Internally Generated Cash (provided that such reduction as a result repurchases or other refinancing of prepayments made Term Loans pursuant to Section 10.6(k2.26 or substantially comparable repurchase or refinancing provisions in the definitive documentation governing such other Indebtedness and (C) shall be limited repayments or prepayments of Loans or such other Indebtedness with proceeds of Funded Debt (other than revolving credit Indebtedness)), minus (iii) the aggregate amount of all voluntary purchases, repayments or prepayments of the Term Loans (including Incremental Term Loans) and any other Pari Passu Lien Indebtedness made at a discount to par in compliance with Section 2.25 or Section 10.6(j) or comparable provisions in the definitive documentation governing such other Indebtedness (in each case, other than any such purchase, repayment or prepayment made with proceeds of Funded Debt (other than revolving credit Indebtedness), with such amount being equal to the actual discounted amount actually paid in respect of cash used to prepay principal of Term Loans, First Lien Loans such prepayment for such Indebtedness during such Fiscal Year or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed after such Fiscal Year end but prior to the face amount thereof))ECF Payment Date; providedprovided that so long as no Default or Event of Default has occurred and is continuing, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis (determined for any such Fiscal Year period by reference to the applicable Compliance Certificate delivered pursuant to Section 5.1(c) 5.1(e), calculating the Consolidated Total Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall be is (Ai) less than or 4.00:1.00 but equal to 4.50:1.00 but or greater than 4.00:1.003.50:1.00, the Borrowers shall only ECF Percentage will be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (Bii) less than or equal to 4.00:1.003.50:1.00, the Borrowers shall not ECF Percentage will be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)0%.

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

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

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for in any Fiscal Year beginning (commencing with the Fiscal Year ending December 312008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety (90) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)each such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year and Revolving Loans (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that during such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof))Fiscal Year; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 2550% of such Consolidated Excess Cash Flow minus or (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kB) shall be limited to the actual amount of cash used to prepay principal of Term Loans1.50:1.00 or less, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not only be required to make the prepayments and/or reductions otherwise required by hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, in each case minus (ii) voluntary repayments of the Loans and Revolving Loans (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) during such Fiscal Year; provided, further, that prepayments under this Section 2.14(e)2.15(e) shall not be required at the end of any Fiscal Year following the Closing Date to the extent such prepayments would, if given effect on the last day of such Fiscal Year, result in the aggregate Cash and Cash Equivalents of Borrower and its Subsidiaries (minus the aggregate amount of Revolving Loans then outstanding under the Revolving Credit Agreement) on such date being reduced to below the sum of $50,000,000 plus the cash interest payments in respect of the Loans and in respect of Indebtedness under the Revolving Credit Agreement that would accrue during the Fiscal Quarter immediately following the Fiscal Year to which such prepayment relates.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if (i) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31Quarter, 2018, the Borrowers shall, within ten Business Days no later than forty-eight (48) days after the end of such Fiscal Quarter (or, in the case of the date on which fourth Fiscal Quarter in any Fiscal Year only, no later than seventy-eight (78) days after the Borrowers are required to deliver the financial statements end of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(bsuch fourth Fiscal Quarter), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to fifty percent (i50%) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except Flow; provided that prior to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result first day occurring on or after January 1, 2009 on which Holdings and its Subsidiaries have more than $75,000,000 of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term LoansUnrestricted Cash, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make prepayments pursuant to this clause (e). For the avoidance of doubt, commencing with the first Fiscal Quarter commencing on or after January 1, 2009 during which there occurs the first day on which Holdings and its Subsidiaries have more than $75,000,000 of Unrestricted Cash and for each Fiscal Quarter thereafter (whether or not Holdings and its Subsidiaries continue to have more than $75,000,000 of Unrestricted Cash), Borrowers shall be required to make prepayments and/or reductions otherwise pursuant to this clause (e) with respect to such Fiscal Quarter. (ii) In connection with the delivery of the audited financial statements with respect to any applicable Fiscal Year pursuant to Section 5.1(c), the Administrative Borrower shall recalculate the Consolidated Excess Cash Flow for the four Fiscal Quarters during such Fiscal Year and provide to Administrative Agent a revised prepayment certificate demonstrating the calculation of the amount of Consolidated Excess Cash Flow for such four Fiscal Quarters prepared in accordance with Section 2.12(g). If such recalculated amount of Consolidated Excess Cash Flow of the Borrowers for such Fiscal Year (based on the audited annual financial statements delivered pursuant to Section 5.1(c)) (the “Recalculated ECF”) is greater than the aggregate amount of Consolidated Excess Cash Flow reported for the four Fiscal Quarters in such Fiscal Year as determined by the Borrowers in accordance with subclause (i) of this clause (e) (such excess, the “ECF Surplus Amount”), the Borrowers shall promptly, and in any event within two (2) Business Days, pay to the Lenders an amount equal to 50% of the ECF Surplus Amount in accordance with Section 2.13(b). If the Recalculated ECF is less than the aggregate amount of Consolidated Excess Cash Flow for the four Fiscal Quarters in such Fiscal Year as determined by the Borrowers in accordance with subclause (i) of this clause (e) (such excess, the “ECF Shortfall Amount”), an amount equal to 50% of such ECF Shortfall Amount shall be credited against any payments owed by the Borrowers to the Lenders for the first Fiscal Quarter for which the payment under subclause (i) of this clause (e) has not yet been made (which may include the payment for the fourth Fiscal Quarter in any Fiscal Year if the audited financial statements for such Fiscal Year have been delivered pursuant to Section 5.1(c) prior to the date on which such payment is due under subclause (i) of this clause (e)) and in each subsequent Fiscal Quarter thereafter until the ECF Shortfall Amount shall be equal to $0; provided, that such credit shall be reduced, on a dollar for dollar basis, by the amount, if any, required to be prepaid by this the Borrower to the Lenders for the preceding four fiscal quarters pursuant to Section 2.14(e)2.12(e)(i) that were not so prepaid.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be is positive Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018Excess Cash Flow Period, the Borrowers shallBorrower will, within ten five (5) Business Days of delivery (or, if later, required delivery) of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b5.1(a) (the date of such payment, the “ECF Payment Date”), prepay the Term Loans and/or certain other Obligations as set forth in accordance with Section 2.15(b) in an aggregate amount equal to 0% (such percentage, as it may be increased as described below, the “ECF Percentage”) of the sum of (subject to Sections 2.15(e) and 2.15(f)): (i) 50% of such Consolidated Excess Cash Flow minus for such Excess Cash Flow Period, minus (ii) the aggregate amount of all voluntary repayments or prepayments of Term Loans (including Incremental Term Loans) and any other Pari Passu Lien Indebtedness, in each case made during such Excess Cash Flow Period or after such Excess Cash Flow Period and prior to the applicable ECF Payment Date (other than (A) repurchases or other refinancing of Term Loans pursuant to Section 2.26 or substantially comparable repurchase or refinancing provisions in the definitive documentation governing such other Indebtedness and (B) repayments or prepayments of Term Loans or such other Indebtedness with proceeds of Funded Debt), minus (iii) the aggregate amount of all voluntary purchases, repayments or prepayments of the Term Loans (including Incremental Term Loans, First ) and any other Pari Passu Lien Loans Indebtedness made at a discount to par in compliance with Section 2.25 or Refinanced Debt (as defined Section 10.6(j) or comparable provisions in the First Lien Credit Agreement) definitive documentation governing such other Indebtedness (in each case, other than any such purchase, repayment or prepayment made with proceeds of Funded Debt), with such amount being equal to the discounted amount actually paid in respect of such prepayment for such Indebtedness during such Fiscal Year Excess Cash Flow Period or after such Excess Cash Flow Period and prior to the applicable ECF Payment Date, provided that a mandatory prepayment shall only be required under this clause (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreementd) except if, and only to the extent that the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof))prepayment that would be required hereunder exceeds $10,000,000; provided, further, that, if, as of the last day of the most recently ended Fiscal YearExcess Cash Flow Period, the Consolidated Total First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such Fiscal Year period by reference to the applicable Compliance Certificate delivered pursuant to Section 5.1(c) 5.1(e), calculating the Consolidated Total First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus Period) is (2i) voluntary repayments of equal to or greater than 1.50:1.00 but less than 2:00:1.00, the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall ECF Percentage will be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) 25% and (Bii) less than or equal to 4.00:1.00or greater than 2:00:1.00, the Borrowers shall not ECF Percentage will be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)50%.

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g)2.12(b) and after Discharge of the First Lien Obligations, if in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 312007), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.12(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in and loans under the First Lien Credit Agreement) made during such Fiscal Year Facilities (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) Swing Line Loans except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced under the First Lien Credit Agreement in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 2550% of such Consolidated Excess Cash Flow minus or (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kB) shall be limited to the actual amount of cash used to prepay principal of Term Loans1.50:1.00 or less, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not only be required to make the prepayments and/or reductions otherwise required by this Section 2.14(ehereby in an amount equal to 25% of such Consolidated Excess Cash Flow, in each case minus (ii) voluntary repayments of the Loans and loans under the First Lien Credit Facilities (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced under the First Lien Credit Agreement in connection with such repayments).

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

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

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

Consolidated Excess Cash Flow. Subject Within ten (10) Business Days after the date that the annual consolidated financial statements of the Company and its Restricted Subsidiaries are required to be delivered pursuant to Section 2.14(g), if there shall be 6.01(a) after the end of each fiscal year ending after the Closing Date (the “Consolidated Excess Cash Flow for any Fiscal Year beginning Prepayment Date”), commencing with the Fiscal Year fiscal year ending December 31, 20182024, the Borrowers shall, within ten Business Days of Company shall prepay (or cause to be prepaid) the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Term Loans and/or certain other Obligations as set forth in Section 2.15(b) hereafter provided in an aggregate amount equal to the difference of (iA) 50% the product of such Consolidated Excess Cash Flow for such year times (I) fifty percent (50%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is equal to or greater than 2.75:1.00 or (II) twenty-five percent (25%), if the Consolidated Secured Leverage Ratio as of the end of such fiscal year is less than 2.75:1.00 but greater than or equal to 2.50:1.00, minus (iiB) voluntary the aggregate amount of optional principal prepayments of Term Loans and optional prepayments of Revolving Loans (to the Loans, First Lien Loans or Refinanced Debt (as defined extent accompanied by a permanent reduction in the First Lien Aggregate Revolving Commitments) in each case made pursuant to Section 2.06(a) (other than, for the avoidance of doubt, any such prepayments made on the Closing Date in connection with the amendment and restatement of the Existing Credit Agreement) (1) made during such Fiscal Year fiscal year (excluding repayments other than any optional prepayments made prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year to the extent such optional prepayments were applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (iii) for the prior fiscal year) or (2) following the end of revolving First Lien Loans or Refinanced Debt such fiscal year but prior to the Consolidated Excess Cash Flow Prepayment Date for such fiscal year and, upon the election of the Company by written notice delivered to the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, applied to reduce the Consolidated Excess Cash Flow prepayment required under this clause (as defined iii), in the First Lien Credit Agreement) each case, except to the extent financed with long-term, non-revolving Indebtedness minus (C) the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash portion of Consolidated Net Income attributable to any Non-U.S. Subsidiaries (provided that such reduction as a result other than Non-U.S. Subsidiaries organized under any jurisdiction of prepayments made pursuant to Section 10.6(k) shall be limited Canada), except to the actual amount extent of any cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed actually repatriated to the face amount thereof))Company or any of its Restricted Subsidiaries that are U.S. Subsidiaries or Non-U.S. Subsidiaries organized under any jurisdiction of Canada; provided, ifhowever, as of the last day of the most recently ended Fiscal Year, that if the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) shall be (A) fiscal year is less than or equal to 4.50:1.00 but greater than 4.00:1.002.50:1.00, then the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Company shall not be required to make the prepayments and/or reductions otherwise required by any prepayment pursuant to this Section 2.14(e)clause (iii) for such fiscal year. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (v) below.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days not later than 120 days after the end of such Fiscal Year (and, in the date on which case of Consolidated Excess Cash Flow attributable to the Borrowers are required operations of a CFC or CFC Holding Company, subject to deliver the financial statements limitations of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b2.13(g)), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the aggregate principal amount of any optional prepayments, repurchases or redemptions (in each case, to the extent of Cash spent) of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness, minus (iv) the aggregate principal amount of any optional prepayments of any Revolving Loans but solely to the Loansextent the Revolving Commitments are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), First Lien Loans or Refinanced Debt in each case under clauses (as defined in the First Lien Credit Agreementii) made through (iv) above, (1) during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.13(d) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.13(d) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00Year is due as provided above and, the Borrowers shall in each case, only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent such prepayments, repurchases or redemptions have not been financed with the applicable proceeds of incurrences of Long-Term Indebtedness (other than revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (Indebtedness); provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) no prepayment shall be limited required under this Section 2.13(d) (x) unless the amount thereof would equal or exceed $10,000,000, (y) if, immediately prior to such prepayment, the aggregate principal amount of the Term Borrowings shall be less than $250,000,000 or (z) to the actual extent that, immediately after giving effect to such prepayment, the aggregate principal amount of cash used to prepay principal of the Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) Borrowings shall be less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)$250,000,000.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower shall, within ten Business Days no later than 120 days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of the Loans pursuant to Section 10.6(k14.3.6, and (z) shall be limited to repayments of Loans made with the actual amount cash proceeds of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereofany refinancing Debt)); provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net US-DOCS\144726423.10 Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c10.1.2(e) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A1) 3.00:1.00 or less than or equal to 4.50:1.00 but and greater than 4.00:1.002.50:1.00, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1i) 25% of such Consolidated Excess Cash Flow minus (2ii) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result excluding, for the avoidance of prepayments made doubt, (y) repurchases of Loans pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans14.3.6, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (Bz) less than repayments of Loans made with the cash proceeds of any refinancing Debt) or equal to 4.00:1.00(2) 2.50:1.00 or less, the Borrowers Borrower shall not be required to make the any prepayments and/or reductions otherwise required by this Section 2.14(e)hereby of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. Subject to Section 2.14(g)2.12(b) and after the Discharge of First Lien Obligations, if in the event that there shall be Consolidated Excess Cash Flow for in any Fiscal Year beginning (commencing with the Fiscal Year ending December 312008), 2018, the Borrowers Borrower shall, within ten Business Days no later than ninety (90) days after the end of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b)each such Fiscal Year, prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b2.12(b) in an aggregate amount equal to (i) 5075% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the Loans, First Lien Term Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year and Revolving Loans (excluding repayments of revolving First Lien Revolving Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments Revolving Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that during such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof))Fiscal Year; provided, that if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Secured Leverage Ratio (determined for any such Fiscal Year period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Consolidated Total Net Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be (A) less than 2.00:1.00 or equal to 4.50:1.00 but greater than 4.00:1.00less, the Borrowers Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 2550% of such Consolidated Excess Cash Flow minus or (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(kB) shall be limited to the actual amount of cash used to prepay principal of Term Loans1.50:1.00 or less, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers Borrower shall not only be required to make the prepayments and/or reductions otherwise required by hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, in each case minus (ii) voluntary repayments of the Loans, First Lien Term Loans and Revolving Loans (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) during such Fiscal Year; provided, further, that prepayments under this Section 2.14(e)2.11(e) shall not be required at the end of any Fiscal Year following the Effective Date to the extent such prepayments would, if given effect on the last day of such Fiscal Year, result in the aggregate Cash and Cash Equivalents of Borrower and its Subsidiaries (minus the aggregate amount of Revolving Loans then outstanding under the Revolving Credit Facility) on such date being reduced to below the sum of $50,000,000 plus the cash interest payments in respect of the Loans and in respect of Indebtedness under the Revolving Credit Facility that would accrue during the Fiscal Quarter immediately following the Fiscal Year to which such prepayment relates.

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

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

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

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

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

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten Business Days of the date on which the Borrowers are required to deliver the not later than five business days after financial statements of Holdings and its Restricted Subsidiaries for such Fiscal Year have been delivered pursuant to Section 5.1(b5.1(a) and the related Compliance Certificate has been delivered pursuant to Section 5.1(c), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Term Borrowings of each Class in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary the sum of the aggregate principal amount of the Term Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.13 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i), minus (iii) the product of (A) the percentage of the aggregate principal amount of the Term Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Term Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness plus (y) the aggregate principal amount of any optional prepayments of any Revolving Loans but solely to the Loansextent the Revolving Commitments are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), First Lien Loans in each case under clauses (ii) and (iii) above, to the extent such prepayments, repurchases or Refinanced Debt redemptions have been made with Internally Generated Cash (as defined in the First Lien Credit Agreement1) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.14(d) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.14(d) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (Year is due as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e)above.

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182021), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (iA) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow minus Period then ended minus, (iiB) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection funded with such repayments) paid from Internally Generated Cash the aggregate principal amount of any (provided that such reduction as w) Term Loans, Incremental Term Loans secured on a result of prepayments made pari NAI-1537228099v31537241654v2 passu basis with the Initial Term Loans, Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans or Incremental Revolving Loans prepaid pursuant to Section 10.6(k2.12 (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the relevant commitment) shall be limited or Other Applicable Indebtedness,(x) Term Loans (in the case of Incremental Term Loans and Refinancing Term Loans, to the extent secured on a pari passu basis with the Initial Term Loans) assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.06(c)(iv) and, in each case under this clause (x), based upon the actual amount of cash used to prepay principal of Term LoansCash paid in connection with the relevant assignment or purchase, First Lien Loans or Refinanced Debt (as defined y) [reserved] and (z) [reserved], and, in the First Lien Credit Agreementcase of clauses (w) and (as opposed x), to the face amount thereof)); providedextent such prepayment, ifassignment or purchase was made during such Excess Cash Flow Period or, as of the last day of the most recently ended Fiscal Yearwithout duplication across such period, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference after year end and prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date when such Excess Cash Flow prepayment is due (the Consolidated Total Net Leverage Ratio as difference of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00minus (B), the Borrowers “ECF Prepayment Amount”); provided that, a prepayment shall only be required to make for any Consolidated Excess Cash Flow Period only if the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of ECF Prepayment Amount for such Consolidated Excess Cash Flow minus Period is greater than $5,000,000 (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except and only to the extent of the applicable revolving credit commitments are permanently reduced amounts in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount excess thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

Consolidated Excess Cash Flow. Subject to Section 2.14(g2.13(i), if in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182019), the Borrowers Borrower shall, within ten not later than the earlier of (x) 95 days after the end of such Fiscal Year and (y) five Business Days after the delivery of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries with respect to such Fiscal Year pursuant to Section 5.1(b5.1(a), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) Borrowings of each Class in an aggregate principal amount equal to (i) 50% the product of (A) the Applicable ECF Percentage for such Fiscal Year multiplied by (B) the Consolidated Excess Cash Flow for such Fiscal Year multiplied by (C) the percentage of the aggregate principal amount of the Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) below) minus (ii) voluntary the sum of the aggregate principal amount of the Borrowings of such Class voluntarily prepaid by the Borrower pursuant to Section 2.12 or, to the extent of Cash spent, repurchased by the Borrower pursuant to Section 10.6(i)(i), minus (iii) the product of (A) the percentage of the aggregate principal amount of the Borrowings of all Classes outstanding as of the end of such Fiscal Year represented by the Borrowings of such Class (but, in each case, disregarding for purposes of determining such percentage any prepayments or repurchases referred to in clause (ii) above) multiplied by (B) the sum of (x) the aggregate principal amount of any optional prepayments, repurchases or redemptions of any Permitted Section 6.1(e) Indebtedness, any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness, that, in each case, constitutes Permitted Pari Passu Secured Indebtedness or Permitted Senior Lien Secured Indebtedness (and, in each case, does not constitute revolving loans), plus (y) the aggregate principal amount of any optional prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in any revolving loans under the First Lien Credit AgreementAgreement but solely to the extent the revolving commitments in respect thereof are permanently reduced in connection therewith (and solely to the extent of the amount of such permanent reduction and excluding any reduction in connection with a refinancing thereof), in each case under clauses (ii) made and (iii) above, (I) to the extent such prepayments, repurchases or redemptions have not been financed with the proceeds of incurrences of Long-Term Indebtedness and (II) if such prepayments, repurchases or redemptions occurred (1) during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced not applied to reduce any mandatory prepayment required under this Section 2.13(e) in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result respect of prepayments made any prior Fiscal Year pursuant to Section 10.6(kclause (2) shall be limited to below) or (2) at the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as option of the last day Borrower, after the end of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference and prior to the Compliance Certificate delivered pursuant to time that the mandatory prepayment required under this Section 5.1(c2.13(e) calculating the Consolidated Total Net Leverage Ratio as of the last day in respect of such Fiscal Year) Year is due as provided above; provided that no prepayment shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by under this Section 2.14(e)2.13(e) unless the amount thereof would equal or exceed $1,000,000.

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

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 312014), 2018, the Borrowers Company shall, within ten Business Days no later than 150 days after the end of the date on which the Borrowers are required such Fiscal Year, offer to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(bSections 2.14(b) and 2.14(d) in an aggregate amount equal to the excess of (i) 50% of such Consolidated Excess Cash Flow minus over (ii) solely to the extent not financed with Indebtedness, the aggregate amount of all voluntary prepayments of the Loans, First Lien Term Loans or Refinanced Debt (as defined in the First Lien including Credit AgreementParty Purchases) made during such Fiscal Year (excluding repayments it being understood that the aggregate amount of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with any such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) prepayment shall be limited to the actual amount of the Borrower’s cash used to prepay principal payment in respect of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreementsuch prepayment) (as opposed to the face amount thereof)“Voluntary Term Loan Prepayments”); provided, ifhowever, that if the Leverage Ratio as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such completed Fiscal Year by reference to the Compliance Certificate for which financial statements have been delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) is less than or equal to 4.50:1.00 but greater than 4.00:1.003.00 to 1.00, the Borrowers Company shall only not be required to make offer to prepay the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to this Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans2.13(d); provided, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers further that Company shall not be required to make any offer to prepay the prepayments and/or reductions otherwise required by Loans pursuant to this Section 2.14(e2.13(d) at any time if after giving effect to such prepayment, the Excess Cash Flow Payment Conditions for mandatory prepayments pursuant to this Section 2.13(d) would not be satisfied. In the event that Company is not required to offer to make a payment during the first 150 days of a Fiscal Year because the Excess Cash Flow Payment Conditions for such payment were not satisfied and after the 150 days Company satisfies the Excess Cash Flow Payment Conditions, then within 10 Business Days of satisfying such Excess Cash Flow Payment Conditions, Company shall make an offer to prepay in accordance with this Section 2.13(d).

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning Consolidated Excess Cash Flow Period (commencing with the Fiscal Year ending December 31, 20182025), the Borrowers Borrower Representative shall, within ten no later than five (5) Business Days of after the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries the related Compliance Certificate have been delivered pursuant to Section 5.1(b)Sections 5.01(c) and 5.01(d) with respect to each Fiscal Year, prepay the make prepayments of Term Loans and/or certain other Obligations as set forth in Section 2.15(baccordance with Sections 2.13(g) and 2.14(b) in an aggregate amount equal to (i) 50% the Applicable ECF Percentage of Consolidated Excess Cash Flow for such Consolidated Excess Cash Flow Period then ended minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent not funded with the applicable proceeds of long-term Indebtedness (other than revolving credit commitments are permanently reduced Indebtedness), the aggregate amount equal to the sum of (A) any (x) voluntary prepayment of Term Loans, Incremental Term Loans secured on a pari passu basis with the Initial Term Loans, Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, Extended Term Loans secured on a pari passu basis with the Initial Term Loans, Revolving Loans, Refinancing Revolving Loans, Incremental Revolving Loans or Extended Revolving Loans, in connection each case secured on a pari passu basis with such repaymentsthe Initial Revolving Credit Commitments (in the case of any prepayment of Revolving Loans, Refinancing Revolving Loans, Incremental Revolving Loans and/or Extended Revolving Loans, to the extent accompanied by a corresponding permanent reduction in the relevant commitment), or Other Applicable Indebtedness, (y) paid from Internally Generated Cash Term Loans (provided that such reduction as in the case of Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, to the extent secured on a result of prepayments made pursuant pari passu basis with the Initial Term Loans) assigned to or purchased by any Borrower or any Restricted Subsidiary in accordance with Section 10.6(k10.06(c)(iv) shall be limited to and, in each case under this clause (y), based upon the actual amount of cash used to prepay principal Cash paid in connection with the relevant assignment or purchase, and (z) Other Applicable Indebtedness repurchased (based on the actual amount of Term LoansCash paid in connection with any such repurchase and, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed case the repurchase of revolving Indebtedness, to the face amount thereofextent accompanied by a corresponding permanent reduction in the relevant commitment), and, in the case of clauses (x); provided, if(y) and (z), as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of extent such Fiscal Year) shall be (A) less than prepayment, assignment or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of purchase was made during such Consolidated Excess Cash Flow minus (2) voluntary repayments Period or, at the option of the LoansBorrower Representative (without duplication across such period), First Lien Loans or Refinanced Debt after year end and prior to the date when such Excess Cash Flow prepayment is due, plus (as defined in the First Lien Credit AgreementB) Consolidated Capital Expenditures and acquisitions of intellectual property made during such Fiscal Year Consolidated Excess Cash Flow Period or, at the option of the Borrower Representative (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except without duplication across such period), after year end and prior to the extent date when such Excess Cash Flow prepayment is due, plus (C) consideration paid with respect to Permitted Acquisitions or other Investments (other than Investments in Cash or Cash Equivalents and intercompany Investments in a Borrower or a Restricted Subsidiary of a Borrower) permitted by this Agreement (including earn-out payments or consisting of the applicable revolving credit commitments are permanently reduced deferred purchase price of property), Restricted Payments (other than Restricted Payments paid to a Borrower or any of its Restricted Subsidiaries), and, in connection with each case during such repaymentsConsolidated Excess Cash Flow Period or, at the option of the Borrower Representative (without duplication across such period), after year end and prior to the date when such Excess Cash Flow prepayment is due, plus (D) at the option of the Borrower Representative (without duplication of amounts reducing the ECF Prepayment Amount in prior periods), the aggregate consideration (the “Contract Consideration”) (x) required to be paid from Internally Generated Cash (provided that such reduction as a result of prepayments made by the Initial Borrower or its Restricted Subsidiaries pursuant to Section 10.6(k) shall be limited to the actual amount binding contracts or executed letters of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).intent or

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

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning (commencing with the Fiscal Year ending December 31, 20182017), the Borrowers shall, within ten five (5) Business Days of delivery of the date on which the Borrowers are required to deliver the annual financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Term Loans and/or certain other Obligations as set forth in accordance with Section 2.15(b2.12(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus Flow, less at the option of the Borrower Representative, (i) the aggregate amount of all voluntary repayments or prepayments of Term Loans (including prepayments at a discount to par under the Term Facility or any Incremental Facility (in each case to the extent offered to all relevant Lenders), provided that credit shall be given only for the actual amount paid in cash with respect thereto), any Incremental Equivalent Debt or Refinancing Indebtedness (in each case to the extent secured on a pari passu basis with the Closing Date Term Loans and any Permitted Pari Passu Incremental Term Loans) and the aggregate amount of cash used to repurchase Term Loans (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Closing Date Term Loans) pursuant to Section 10.6(i) made during such period or committed to be paid in cash within one-hundred and twenty (120) days after the end of such period, (ii) the aggregate amount of all voluntary repayments or prepayments of the Loans, First Second Lien Loans (including prepayments at a discount to par under the Second Lien Facility or Refinanced any Incremental Facility (as defined in the Second Lien Credit Agreement) (in each case to the extent offered to all relevant lenders), provided that credit shall be given only for the actual amount paid in cash with respect thereto), any Incremental Equivalent Debt (as defined in the First Second Lien Credit Agreement) made during such Fiscal Year or Refinancing Indebtedness (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except each case to the extent secured on a pari passu basis with the applicable revolving credit commitments are permanently reduced in connection with such repaymentsSecond Lien Loans) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to and the actual aggregate amount of cash used to prepay principal of Term Loans, First repurchase Second Lien Loans (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Second Lien Loans) pursuant to Section 10.6(i) of the Second Lien Credit Agreement made during such period or committed to be paid in cash within one-hundred and twenty (120) days after the end of such period and (iii) the aggregate amount of all voluntary repayments or prepayments of revolving loans or swing line loans under any revolving line of credit (including without limitation the ABL Facilities or any Refinanced Debt Indebtedness in respect thereof) made during such period or committed to be paid in cash within one-hundred and twenty (as defined 120) days after the end of such period to the extent such repayments or prepayments are accompanied by a permanent reduction of the revolving commitments thereunder in like amount, in each case of clauses (i), (ii) and (iii), other than any such prepayments funded with the proceeds of incurrences of long-term Indebtedness of Holdings or any of its Subsidiaries during such Fiscal Year; provided that (I) if the First Lien Credit Agreement) (Net Leverage Ratio as opposed to the face amount thereof)); provided, if, as of at the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year is equal to or less than 3.00:1.00 but greater than 2.50:1.00 (as determined by reference to the applicable Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.005.1(d)), the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus and (2II) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in if the First Lien Credit Agreement) made during Net Leverage Ratio as at the last day of such Fiscal Year (excluding repayments of revolving First Lien is equal to or Refinanced Debt less than 2.50:1.00 (as defined in the First Lien Credit Agreement) except determined by reference to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made Compliance Certificate delivered pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof5.1(d)) and (B) less than or equal to 4.00:1.00), the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by hereby; provided that the First Lien Net Leverage Ratio for the purposes of this Section 2.14(eclause (d) shall be calculated after giving pro forma effect to any of the payments described in clauses (i), (ii) and (iii) above.

Consolidated Excess Cash Flow. Subject to Section 2.14(g), if In the event that there shall be Consolidated Excess Cash Flow for at any Fiscal Year beginning with time after the Fiscal Year ending Closing Date, the Borrowers shall prepay the Term Loans as follows: (i) during the period from the Closing Date through December 31, 20182002, the Borrowers shallshall pay 25% of the Consolidated Excess Cash Flow for such period to prepay the outstanding Term Loans, within ten Business Days of such amount to be paid on the first Interest Payment Date following such period; and (ii) during each Fiscal Quarter during the period from January 1, 2003 through the date on which the Term Loans shall have been repaid in full, the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50shall pay 25% of such the Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during for each such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used Quarter to prepay principal of the outstanding Term Loans, First Lien such amount to be paid at the same time as the reports or financial statements required under Section 5.1 herein are due or on the date on which the Terms Loans or Refinanced Debt (as defined shall have been repaid in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, iffull, as the case may be; and (iii) during each Fiscal Year during the period from January 1, 2003 through the date on which the Term Loans shall have been repaid in full, the Borrowers shall pay 50% of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined Excess Cash Flow for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of the outstanding Term Loans, First Lien such amount to be paid at the same time as the reports or financial statements required under Section 5.1 herein are due or on the date on which the Terms Loans or Refinanced Debt shall have been repaid in full, as the case may be; provided, however, that payments actually made by the Borrowers under clause (as defined in the First Lien Credit Agreementii) (as opposed above during such period shall be credited to the face amount thereof)) and required prepayments under this clause (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(eiii).