Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not Not later than the tenth ten Business Day following Days after the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate on which financial statements are delivered pursuant to Section 5.1(c9.1(a) calculating (in any case no later than the Senior Secured end of any cure period under Section 11.3(b) applicable to the delivery of such financial statements) for any Fiscal Year (commencing with the first full Fiscal Year completed after the Closing Date), prepay Term Loans in accordance with clauses (c) and (d) below in a principal amount equal to, as applicable, (i) (A) if the Consolidated First Lien Net Leverage Ratio as of the last day end of such Fiscal Year is greater than 2.80:1.00, 50% of the Excess Cash Flow for such Fiscal Year) shall be 1.80:1.00 or less and , (ii) no such prepayment shall be required by this clause (eB) if the foregoing Senior Secured Consolidated First Lien Net Leverage Ratio as of the last day end of such Fiscal Year shall be 1.30:1.00 is equal to or less) less than 2.80:1.00 and greater than 2.30:1.00, 25% of the entire Excess Cash Flow for such Fiscal Year minus 100or (C) otherwise, 0% of voluntary repayments of the Loans made during Excess Cash Flow for such Fiscal Year Year; minus (ii) to the extent any Indebtedness secured with Internally Generated Cash; provided, that, if at a Lien on the time that any Collateral ranking pari passu with the Lien securing the Initial Term Loans also requires the issuer of such prepayment would be requiredIndebtedness to prepay or make an offer to purchase or prepay such Indebtedness with the amount of Excess Cash Flow, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 may reduce the amount calculated pursuant to the terms provisions above by an amount not to exceed the product of (x) such amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the documentation governing outstanding principal amount of such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, with (it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, understood that to the extent the holders of Other Applicable ECF such Indebtedness decline to have such indebtedness Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); minus (iii) any voluntary prepayments or repurchases of Term Loans or any other Indebtedness secured on a pari passu basis with the Initial Term Loans (unless such prepayment or repurchase is funded with other long-term Indebtedness) made during such Fiscal Year or, at the Borrower’s option and without duplication, after the end of such Fiscal Year and prior to the time such Excess Cash Flow payment is due on a dollar-for-dollar basis (with the Consolidated First Lien Net Leverage Ratio to be recalculated to give effect to any such after-Fiscal Year end payments); provided that (I) if for any Fiscal Year, the amounts calculated pursuant to the provisions above is a negative amount, any such negative amount shall, at the option of the Borrower, be carried forward in future Fiscal Years to reduce the required payments pursuant to this Section 5.2(b) and (II) notwithstanding anything set forth above, any prepayment under this Section 5.2(b) shall be required only if the required prepayment amount calculated pursuant to the provisions above (including giving effect to any credit applied pursuant to clause (I) of this proviso) exceeds $20,000,000, and only the amount in excess thereof shall be applied to make prepayments of the Term Loans.

Excess Cash Flow. In No later than ten (10) Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, not later than if and to the tenth Business Day following the date that is ninety days after the end extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of such Fiscal Year, prepay the Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus 100% of voluntary repayments $1,375,000 minus (C) at the option of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be requiredBorrower, the Borrower is required to repay aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or repurchase or to offer to repurchase or repay Senior Secured Debt permitted Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 6.1 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the terms corresponding provisions of the documentation governing any such Indebtedness with all or Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a portion corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (such Senior Secured Debt required to be repaid y) the amount of any reduction in the outstanding amount of any Term Loans or repurchased Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), then during the applicable Excess Cash Flow Period (or, at the option of the Borrower may apply and without duplication, after such Excess Cash Flow on a pro rata basis Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the prepayment extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of the Loans and long-term Indebtedness (other than revolving Indebtedness to the repayment extent intended to be repaid from operating cash flow) of Holdings or re-purchase of Other Applicable ECF Indebtedness, its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount of prepayment of the Loans that would have otherwise been required to be prepaid pursuant to this Section 2.10(e2.10(f) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of in any prior Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of Period (such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaidpayment, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof“ECF Payment Amount”).

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, commencing with the Fiscal Year ending December 31, 2022, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Excess Cash Flow. In If, for any Fiscal Year commencing with the event that Fiscal Year ending June 30, 2023, there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearFlow, the Borrower shall, not later than on the tenth Business Day following relevant Excess Cash Flow Application Date, apply toward the date that is ninety days after prepayment of the end First Amendment Incremental Term Loans the excess of (x) the ECF Percentage of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% Excess Cash Flow over (provided that y) (i) such prepayment percentage shall be 25% if, as the aggregate principal amount of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered Term Loans prepaid pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 4.4 or less Revolving Credit Commitments terminated pursuant to Section 2.5 and (ii) no the amount of any reduction in the outstanding amount of any other Indebtedness permitted to be incurred pursuant to Section 9.1 and 9.2 in each case to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the First Amendment Incremental Term Loans, in each case of clauses (i) and (ii), (A) excluding any such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans payments, prepayments and expenditures made during such Fiscal Year with Internally Generated Cash; provided, that, if at that reduced the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt amount required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required prepaid pursuant to this Section 2.10(e4.4(b)(iv) in the prior Fiscal Year, (B) in the case of any prepayment of revolving Indebtedness, only to the extent accompanied by a permanent reduction in the relevant commitments and (C) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other Indebtedness of the Borrower and its Restricted Subsidiaries; provided that, with respect to each Fiscal Year, a prepayment shall only be required under this Section 4.4(b)(iv) if the applicable prepayment under this Section 4.4(b)(iv) for such Fiscal Year is greater than the greater of (x) $25,000,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Test Period (the “ECF Threshold”); provided further that only amounts in excess of the ECF Threshold shall be reduced accordingly (for purposes of required to be applied to prepay First Amendment Incremental Term Loans under this proviso pro rata basis Section 4.4(b)(iv). Each such prepayment shall be determined made on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of a date (an “Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Application Date”) no later than five Business Days after the date on which the financial statements of such rejectionthe Borrower referred to in Section 8.1(a) are required to be applied delivered to prepay the Loans in accordance with the terms hereofLenders.

Excess Cash Flow. In For any period, EBITDA for such period minus (a) Fixed Charges for such period, minus (b) Subscriber Acquisition Costs for such period, to the event that there shall be Excess Cash Flow extent not included in excess Fixed Charges, minus (c) voluntary prepayments of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of Notes made during such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% ifperiod, as provided in Section 1.08 minus (d) Restricted Payments made under Section 5.04, minus (e) payments of the last day principal made in respect of the most recently ended Fiscal YearPermitted Seller Debt and Permitted Seller Subordinated Debt, the Senior Secured Net Leverage Ratio minus (determined for f) any increase in Working Capital during such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio period, measured as of the last day of such Fiscal Yearperiod by comparison with Working Capital on the first day of such period, plus (g) shall be 1.80:1.00 or less and (ii) no any decrease in Working Capital during such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio period, measured as of the last day of such Fiscal Year period by comparison with Working Capital on the first day of such period. Notwithstanding anything in this definition to the contrary, Excess Cash Flow shall be 1.30:1.00 or lesscalculated so as not to include any DBS Rights Litigation Proceeds received by the Companies. Excess Insurance Proceeds. See Section 6.02(k) Excess L/C Cash Collateral. At any time, the amount by which (a) the aggregate value of all cash and other property (if any) owned by a Letter-of-Credit Subsidiary (excluding amounts earned on such cash and property after the Third Amendment Effective Date but not yet released to the Companies) exceeds (b) the lesser of (i) the aggregate amount of cash collateral that all issuers of letters of credit outstanding at such time and permitted under Section 7.01(o) require to be held by such Letter-of-Credit Subsidiary as security for its reimbursement obligations with respect to, and its obligations to pay fees and expenses and make indemnity payments (to the extent required) with respect to such letters of credit and (ii) 105% of the Indebtedness of such Letter-of-Credit Subsidiary that is described in clause (f) of the entire Excess Cash Flow for such Fiscal Year minus 100% definition of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF "Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof".

Excess Cash Flow. In No later than ten Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year of Holdings, commencing with the first full fiscal year ending after the Closing Date, in which an Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, not later than if and to the tenth Business Day following the date that is ninety days after the end extent Excess Cash Flow for such Excess Cash Flow Period exceeds $7,500,000, make prepayments of such Fiscal Year, prepay the Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio amount equal to (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(cx) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $7,500,000 floor referenced above) minus 100% of voluntary repayments (y) $7,500,000 minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Revolving Loans made during such Fiscal Year or Incremental Revolving Loans, in each case secured on a pari passu basis with Internally Generated Cash; provided, that, if at the time that Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such prepayment would be requiredIndebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Refinancing in respect thereof or Permitted Debt Exchange Notes issued in exchange therefor, in each case, to the Borrower extent secured on secured on a pari passu basis with the Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is required itself secured on a junior basis to repay or repurchase or to offer to repurchase or repay Senior the Secured Debt permitted Obligations)), in each case prepaid pursuant to Section 6.1 2.10(a), Section 2.16(b)(B) or Section 10.02(f)(i) or pursuant to the terms corresponding provisions of the documentation governing any such Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Credit Agreement Refinancing Indebtedness with all in respect thereof or Permitted Debt Exchange Notes (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a portion corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) and (y) the amount actually paid in cash pursuant to any assignment made in accordance with Section 10.04(b)(viii) of this Agreement (to the extent such assignment was offered to all Lenders of the applicable Class) or the corresponding provisions of the documentation governing any Permitted Incremental Equivalent Debt, Incremental Facility, Senior Secured Indebtedness or Junior Secured Indebtedness, in each case secured on a pari passu basis with the Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Refinancing or Permitted Debt required Exchange Notes offered in exchange therefor, in each case, to be repaid the extent secured on a pari passu basis with Obligations or repurchased or on a junior basis to be the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations)) (in each case to the extent such assignment was offered to be so repaid all lenders or repurchasedholders of the applicable class thereof) during the applicable Excess Cash Flow Period (or, “Other Applicable ECF Indebtedness”)at the option of the Borrower, then the Borrower may apply and without duplication, after such Excess Cash Flow on a pro rata basis Period and prior to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable such subsequent ECF Indebtedness, Payment Date) (and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) First Lien Leverage Ratio shall be reduced accordingly (recalculated for purposes of this proviso pro rata basis shall be determined on determining the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at Percentage to give pro forma effect to all such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereofvoluntary prepayments), and in the remaining amountcase of all such prepayments or buybacks, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent that such prepayments or buybacks were financed with sources other than the holders proceeds of Other Applicable ECF long-term Indebtedness decline (other than revolving Indebtedness to have the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries (such indebtedness repurchased or prepaidpayment, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof“ECF Payment Amount”).

Excess Cash Flow. In After the event that there shall be Excess Cash Flow end of the fourth fiscal quarter in excess of $2,500,000 for any Fiscal Yearfiscal year (beginning with the fiscal year started December 30, 2013), the Borrower shallshall deliver, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating 5.2(d)(ii), the Senior Secured Net Leverage Ratio as Borrower’s calculation of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% fiscal year (the “Annual Excess Cash Flow”). Within 10 Business Days of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be requireddelivery thereof, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to shall prepay the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Obligations in accordance with Section 2.10(d) in an amount equal to (i) the ECF Indebtedness at such time, with it being agreed that Percentage multiplied by the portion of Annual Excess Cash Flow allocated for such fiscal year, minus (ii) the sum of (A) all voluntary prepayments of Term Loans (other than voluntary prepayments made with proceeds of Revolving Credit Loans or loans under any other revolving facility) made pursuant to Section 2.9(a) and (B) all voluntary prepayments of Revolving Credit Loans (other than the prepayment of the Third Amendment Incremental Revolving Credit Loans pursuant to Section 2.2(a)(ii)) or loans under any other revolving facility that is secured, in whole or in part, by a first priority lien (in each case, to the Other Applicable ECF Indebtedness shall not exceed extent accompanied by a permanent reduction in the corresponding Revolving Credit Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (A) and (B), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of such Excess Cash Flow required to be allocated repaid pursuant to this Section 2.10(c) for any prior fiscal quarter or fiscal year) or after such fiscal year-end and prior to the Other Applicable ECF Indebtedness time such prepayment pursuant to the terms thereof, this Section 2.10(c) is due and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance prepayments are not funded with the terms hereofproceeds of long-term indebtedness. Notwithstanding anything to the contrary contained herein, for purposes of calculating the Annual Excess Cash Flow for the fiscal year started December 30, 2013, such calculation shall only include Excess Cash Flow accumulated during the fiscal quarters ending September 28, 2014 and December 29, 2014.

Excess Cash Flow. In Commencing with respect to the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearYear ending June 30, the Borrower shall2017, not later than the tenth ten Business Day following Days after the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, on which the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant deliver financial statements with respect to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply Period under Section 5.4(a) for such Excess Cash Flow on a pro rata basis to Period, the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Borrower shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of calculate Excess Cash Flow allocated for the relevant Excess Cash Flow Period (the “Excess Cash Flow Calculation Date”) and the Borrower shall prepay the Term Loans in an amount equal to (i) the Other Applicable ECF Indebtedness shall not exceed Required Percentage times the amount of such Excess Cash Flow, minus (ii) the amount of any voluntary prepayments, repurchase or redemptions of principal during such Excess Cash Flow required to be allocated Period or, at the Borrower’s option, on or prior to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that Excess Cash Flow Calculation Date (to the extent not financed with (A) the holders proceeds of Other Applicable ECF the incurrence of Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after having a maturity of more than twelve months from the date of incurrence thereof (excluding prepayments with Revolving Loans hereunder or pursuant to other revolving commitments available to the Borrowers) or (B) the proceeds of Refinancing Loans or the proceeds of Refinancing Equivalent Debt), in each case, not previously deducted pursuant to this clause (ii) in any prior period, of (w) Term Loans (provided that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such rejectionprepayment for purposes of this clause (ii) shall be applied the amount of the Borrower’s cash payment in respect of such prepayment), (x) Revolving Loans or Incremental Revolving Loans (in each case, to prepay the Loans extent commitments in accordance respect thereof are permanently reduced by the amount of such prepayments), (y) Refinancing Loans, Incremental Loans, Incremental Equivalent Debt and any other Indebtedness permitted under Section 6.1 that in each case is secured by the Collateral on a pari passu basis with the terms hereofObligations and (z) any Refinancing Indebtedness in respect of any of the foregoing that is secured by the same collateral, and with the same priority, as the Indebtedness being refinanced, in each case, permitted hereunder, minus (iii) the amount of any mandatory prepayments of Term Loans actually made pursuant to Section 2.10 during such Excess Cash Flow Period.

Excess Cash Flow. In Within five (5) Business Days after the event that there shall day on which financial statements are required to be delivered for the most recently ended fiscal year pursuant to Section 6.01(a), beginning with the Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod ending on December 31, 2016, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year Excess Cash Flow Period, minus 100% (B) on a dollar-for-dollar basis the aggregate amount of all voluntary prepayments during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to such Excess Cash Flow payment date (and without counting such amounts against the Excess Cash Flow payment for the succeeding Excess Cash Flow Period) of principal of the Term Loans, the Incremental Term Loans, the Other Term Loans, the Revolving Loans, the Incremental Revolving Loans, the Other Revolving Loans and Swing Line Loans in each case that are not funded with the proceeds of Credit Agreement Refinancing Indebtedness and that are pari passu with the Term Loans in security and right of payment (but in the case of voluntary repayments prepayments of Revolving Loans, Other Revolving Loans or Swing Line Loans, only to the Loans extent the Revolving Commitments, Other Revolving Commitments, the Incremental Revolving Loans, as applicable, are permanently reduced and, in the case of prepayment or repurchases made during at a discount, the amount of cash used for such Fiscal Year with Internally Generated Cashprepayment or repurchase). As used in this Section 2.09(c)(ii), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided, that, provided that the Applicable ECF Percentage shall be (i) reduced to 25% if the Total Leverage Ratio at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow Period is equal to or less than 4.00 to 1.00 and greater than 3.00 to 1.00 and (such Senior Secured Debt required ii) reduced to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then 0% if the Borrower may apply such Excess Cash Flow on a pro rata basis to Total Leverage Ratio at the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount end of such Excess Cash Flow required Period is equal to be allocated or less than 3.00 to 1.00, in each case at the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, end of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofExcess Cash Flow Period.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not No later than ten (10) Business Days after the tenth Business Day following earlier of (x) the date that on which the financial statements of the U.S. Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is ninety days after made, are required to be delivered and (y) the end date on which the financial statements of the U.S. Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such Fiscal Yearprepayment is made, are delivered to the Lenders, commencing with the financial statements of the U.S. Borrower for the fiscal year ended December 31, 2018, (A) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (B) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate amount (an “Excess Cash Flow Prepayment Amount”) at least equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as its Applicable Prepayment Portion of the last day percentage of the most recently ended Fiscal Year, Excess Cash Flow for such fiscal year computed in accordance with the Senior table set forth below based on the Consolidated Net Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day end of such Fiscal Year) shall be 1.80:1.00 or less and fiscal year (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Consolidated Net Secured Net Leverage Ratio as of the last day of to be calculated to give pro forma effect to any such Fiscal Year shall be 1.30:1.00 cash pay down or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans reduction made during such Fiscal Year fiscal year as contemplated by the immediately following proviso), with Internally Generated Cashsuch amount to be applied as set forth in Section 2.13(d) below; provided, provided that, if at the time that option of the Applicable Borrower, any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant voluntary prepayments of Term Loans and Revolving Loans (to the terms of extent the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be Revolving Commitments are permanently reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed by the amount of such Revolving Loan prepayment) made by such Borrower during such fiscal year (other than prepayments funded with the proceeds of incurrences of long-term funded Indebtedness) shall be credited against such Borrower’s Excess Cash Flow required Prepayment Amount for such fiscal year on a dollar-for-dollar basis: Greater than or equal to be allocated 4.00 to the Other Applicable ECF Indebtedness pursuant 1.00 50% Less than 4.00 to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated 1.00 but greater than or equal to the Loans in accordance with the terms hereof); provided further, that 3.50 to the extent the holders of Other Applicable ECF Indebtedness decline 1.00 25% Less than 3.50 to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.1.00 0%

Excess Cash Flow. In the event that for any fiscal year of the Borrower (commencing with the fiscal year ending March 31, 2018), there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearFlow, the Borrower shall, not later than on the tenth Business Day following the date that is ninety days after the end of such Fiscal Yearrelevant Excess Cash Flow Application Date (as defined below), prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion ECF Percentage of such Excess Cash Flow less (such Senior Secured Debt required ii) the aggregate amount of optional prepayments of (x) Loans made pursuant to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Section 2.10(a) during the Borrower may apply such applicable fiscal year (except prepayments of Revolving Credit Loans that are not accompanied by a corresponding permanent reduction of Revolving Credit Commitments) and (y) without duplication of any amounts deducted from Excess Cash Flow pursuant to clause (b)(iv) of the definition thereof, permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pro rata pari passu basis with the Liens securing the Obligations (other than such revolving indebtedness unless accompanied by a corresponding permanent reduction of such commitments), in each case other than to the extent that any such prepayment is funded with the proceeds of the Loans and to the repayment or reLong-purchase of Other Applicable ECF Term Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of . The “Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of Application Date” for any such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds prepayment shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten a date no later than five Business Days after the date on which financial statements of the Borrower referred to in Section 5.01(a) for the fiscal year with respect to which such rejection) prepayment is made are delivered to the Administrative Agent (or if such financial statements shall not be applied to prepay the Loans delivered in accordance conformity with the terms hereof, five Business Days after the date such financial statements were required to be delivered). Notwithstanding the foregoing, amounts required to prepay Loans under this sub-clause (z) may be shared (and to the extent shared shall reduce the prepayment requirement under this sub-clause (z)) with permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations (but only to the extent required under the documentation governing such secured Indebtedness), pro rata based on the respective outstanding principal amounts under this Agreement and of the loans thereunder as of the end of the period covered by the applicable financial statements (treating, for such purpose, as outstanding loans, the aggregate outstanding LC Exposure and the unused portion of the Commitments).

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety (a) Within 120 days after the end of such Fiscal Yeareach fiscal year of the Issuer (commencing with the fiscal year ending December 31, prepay 2011), when the Loans aggregate Excess Cash Flow Amount equals or exceeds $1.0 million, the Issuer will be required to make an offer to purchase from all Holders Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture but without duplication with respect to Exchange Notes) in an aggregate principal amount equal to 50% the Excess Cash Flow Amount as follows: (provided that 1) the Issuer will make an offer to purchase (ian “Excess Cash Flow Offer”) such prepayment percentage shall be 25% ifto all Holders in accordance with the procedures set forth in this Indenture, as pro rata in proportion to the respective principal amounts of the last day Notes to be purchased, the maximum principal amount that may be purchased out of the most recently ended Fiscal YearExcess Cash Flow Amount (the “Excess Cash Flow Payment Amount”); (2) the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to an Excess Cash Flow Offer, the Senior Secured Net Leverage Ratio (determined for any such period by reference plus accrued and unpaid interest thereon, if any, to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating date such Excess Cash Flow Offer is consummated (the Senior Secured Net Leverage Ratio as of “Excess Cash Flow Offered Price”), in accordance with the last day of such Fiscal Year) shall be 1.80:1.00 or less and procedures set forth in this Indenture; (ii) no such prepayment shall be required by this clause (e3) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire aggregate Excess Cash Flow for such Fiscal Year minus 100% Offered Price of voluntary repayments Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Excess Cash Flow Payment Amount allocable to the terms Notes, Notes to be purchased will be selected on a pro rata basis or as nearly on a pro rata basis as is practicable (subject to the procedures of the documentation governing such Indebtedness with all or a portion Depository Trust Company); and (4) upon completion of such Excess Cash Flow (such Senior Secured Debt required Offer in accordance with the foregoing provisions, the Excess Cash Flow Amount with respect to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply which such Excess Cash Flow Offer was made shall be deemed to be zero. (b) To the extent that the sum of the aggregate Excess Cash Flow Offered Price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the Excess Cash Flow Payment Amount relating thereto (such shortfall constituting an “Excess Cash Flow Offer Deficiency”), the Issuer may use the Excess Cash Flow Offer Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture. (c) Upon the commencement of an Excess Cash Flow Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at his registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Excess Cash Flow Offer. Any Excess Cash Flow Offer shall be made to all Holders. The notice, which shall govern the terms of the Excess Cash Flow Offer, shall state: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.14; (2) the Excess Cash Flow Payment Amount, the Excess Cash Flow Offered Price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notice is mailed (the “Excess Cash Flow Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrue interest after the Excess Cash Flow Payment Date; (5) that Holders electing to have a Note purchased pursuant to any Excess Cash Flow Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three Business Days before the Excess Cash Flow Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than two Business Days prior to the Excess Cash Flow Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Cash Flow Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the prepayment unpurchased portion of the Loans and Notes surrendered (or transferred by book-entry). (d) On the Excess Cash Flow Payment Date, the Issuer shall, to the repayment extent lawful: (1) accept for payment all Notes or re-purchase portions thereof properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Excess Cash Flow Offered Price in respect of Other Applicable ECF Indebtednessall Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer will post on its website the results of the Excess Cash Flow Offer on the Excess Cash Flow Payment Date. (e) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Excess Cash Flow Offered Price for the Notes being purchased, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount of prepayment to any unrepurchased portion of the Loans Notes surrendered, if any; provided that would have otherwise been required pursuant to this Section 2.10(e) each such new Note shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Other Applicable ECF Indebtedness Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall not exceed be payable to Holders who tender Notes pursuant to the amount of such Excess Cash Flow required to be allocated to Offer. (f) The Issuer will comply with applicable tender offer rules, including the Other Applicable ECF Indebtedness requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofan Excess Cash Flow Offer.

Excess Cash Flow. In Following the event that there shall be Excess Cash Flow in excess end of $2,500,000 for any Fiscal Yeareach fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2022, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to 50% (provided that (i) the Required Excess Cash Flow Percentage for such prepayment percentage shall be 25% iffiscal year, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period multiplied by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments fiscal year if positive; provided that such amount shall be reduced, on a dollar-for-dollar basis, at the option of the Borrower, by the aggregate amount of any voluntary prepayments of (A) Initial Term Loans, Incremental Term Facilities, Incremental Equivalent Debt and/or Other Term Loans (in each case, including prepayments at a discount to par, with credit given for the actual amount of such prepayment made in cash) and/or (B) Revolving Loans, Revolving Facility Increases and/or Other Revolving Loans (in each case under this clause (B), solely to the extent any such prepayment is accompanied by a permanent reduction of the commitments thereunder), in each case, to the extent pari passu in right of payment with, and secured by a Lien on the Collateral that is pari passu with the Lien securing, the Initial Term Loans, to the extent made during such Fiscal Year with Internally Generated Cash; provided, that, if at fiscal year or on or prior to the time that any such date on which the prepayment would be required, the Borrower pursuant to this paragraph is required to repay be made for such fiscal year (and without duplication of such amounts reducing the prepayment hereunder for any subsequent fiscal year), but excluding any such prepayment, assignment or repurchase or purchase that is financed with the proceeds of Long-Term Funded Debt; provided further that, to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 the extent that the aggregate amount of deductions pursuant to the terms immediately preceding proviso exceeds the amount of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt prepayment that is otherwise required to be repaid or repurchased or to made under this Section 2.7(b)(v) for any fiscal year, the prepayment required under this Section 2.7(b)(v) for any subsequent fiscal year shall be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply reduced by such Excess Cash Flow on excess amount; provided further that a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and shall only be required under this Section 2.7(b)(v) if the amount of such prepayment of for any fiscal year exceeds $7.5 million (and, in such case, only the Loans that would have otherwise been amount by which such prepayment amount for such fiscal year exceeds $7.5 million shall be required to be prepaid hereunder). Any prepayment pursuant to this Section 2.10(e2.7(b)(v) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined made on or before the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed date that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within is ten Business Days after the date of on which audited financial statements for such rejection) fiscal year are required to be applied to prepay the Loans in accordance with the terms hereofdelivered hereunder.

Excess Cash Flow. In Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to Section 6.01(a) and the event that there shall related Compliance Certificate has been delivered or is required to be Excess Cash Flow delivered pursuant to Section 6.02(a), in excess of $2,500,000 for any Fiscal Yeareach case, commencing with the first full fiscal year ending after the Closing Date, the Borrower shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not later than required pursuant to the tenth Business Day following terms of such other Term Loans) equal to, (A) the date ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (1) all voluntary prepayments of Term Loans and any other term loans that are Pari Passu Lien Debt (including (A) those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase, (B) cash payments by the Borrower pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent the applicable Term Loans or other Pari Passu Lien Debt is retired instead of assigned) and (C) prepayments of Loans and Participations held by Disqualified Lenders), (2) all voluntary payments and prepayments of Revolving Loans and any other revolving loans, in each case to the extent accompanied by a corresponding permanent reduction in commitments, (3) all voluntary prepayments of Junior Lien Debt (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase), (4) all voluntary prepayments of Indebtedness secured by Liens on Excluded Assets (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase), and (5) all voluntary prepayments of Indebtedness of the Borrower and Restricted Subsidiaries that is ninety days after unsecured or secured by Liens on assets that are not Collateral (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase); in each case, (I) during such fiscal year or following the end of such Fiscal Year, prepay fiscal year and prior to the Loans in an aggregate amount equal to 50% date of such calculation (provided that that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (ib)(i) for the subsequent fiscal year), (II) to the extent such prepayment percentage shall be 25% ifprepayments are not funded with the proceeds of Funded Debt and (III) including, as for the avoidance of doubt, assignments of such Indebtedness to the Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio amount paid in connection with such assignment (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) prepayment); provided that no such prepayment payment shall be required by this clause (e) if such amount is equal to or less than the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated CashMinimum ECF Threshold Amount; provided, that, provided further that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Pari Passu Lien Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(e2.07(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Excess Cash Flow. In the event that there shall be For any Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, the Borrower shalldate on which such financial statements and such Compliance Certificate are required to be delivered), not later than the tenth Business Day following the date that is ninety days after the end Borrowers shall prepay an aggregate principal amount of such Fiscal Year, prepay the Term Loans in an aggregate amount equal to 50(A) 50.0% (provided as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrowers, the sum of (without duplication, and without duplication of any amount deducted from Excess Cash Flow): (1) the aggregate amount of voluntary principal prepayments or repurchases of the Loans or Indebtedness that (i) such prepayment percentage shall be 25% ifis secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans, as in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the most recently ended Fiscal Yearapplicable Excess Cash Flow Period (or, at the Senior Secured Net Leverage Ratio (determined for any such period by reference Borrowers’ option, after the end of the relevant Excess Cash Flow Period but prior to the Compliance Certificate delivered time such Excess Cash Flow payment is due; provided that to the extent the Borrowers exercise such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) (including prepayments or repurchases at a discount to par and open market purchases, with credit given for the actual amount of the cash payment and prepayments or repurchases in connection with lender or holder replacement provisions (including pursuant to Section 5.1(c3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the revolving commitments), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (2) [reserved]; (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (4) the portion of the Excess Cash Flow applied (to the extent any Borrower Party is required by the terms thereof) to prepay, repay or purchase Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans (to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (5) the aggregate amount of capital expenditures, Capitalized Software Expenditures and acquisitions of intellectual property either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrowers’ option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrowers exercise such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (6) the aggregate amount of cash consideration paid by the Borrower Parties in connection with Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and Capitalized Software Expenditures) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrowers’ option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrowers exercise such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (7) without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(7) in respect of prior fiscal years, the aggregate cash payments that any Borrower Party has committed to make or is required to make or plans to make (the “Budgeted Amounts”) in respect of Investments (including, without limitation, any acquisitions and acquisitions of intellectual property), Restricted Payments or capital expenditures and Capitalized Software Expenditures planned to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments, other Restricted Payments and capital expenditures and Capitalized Software Expenditures during such period of four consecutive fiscal quarters is less than the Budgeted Amounts, the amount of such shortfall shall be added back in calculating the Senior Secured ECF Prepayment Amount for the subsequent Excess Cash Flow Period, and (8) the aggregate amount of payments either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrowers’ option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrowers exercise such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) in respect of Restricted Payments (excluding Restricted Payments made or accrued pursuant to clause (c)(i) of the first paragraph of Section 7.05 and pursuant to clauses (2), (3), (18), (22) and (24) of the second paragraph of Section 7.05; provided that payments made in cash or accrued in respect of clause (24) will only be included under this clause (8) to the extent the applicable cash payments or accruals utilized for any Restricted Payments thereunder resulted in an increase to Consolidated Net Income during such Excess Cash Flow Period (and only to the extent of such increase) and other than to the extent that any such Restricted Payments are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes and any other long-term Indebtedness (other than revolving Indebtedness); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25.0% and to 0.0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period relates was equal to or less and than 4.50:1.00 or 4.00:1.00, respectively (ii) the amount described in this clause (i), the “ECF Prepayment Amount”); provided, further, that no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire with respect to any Excess Cash Flow for such Fiscal Year minus 100Period unless the ECF Prepayment Amount exceeds the greater of $19,000,000 and 10.0% of voluntary repayments of Four Quarter Consolidated EBITDA, and in such case, the Loans made during such Fiscal Year with Internally Generated CashECF Prepayment Amount shall be solely the amount in excess thereof; provided, further, that, if at the time that Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25.0% or 0.0%, then such Senior Secured Debt reduced percentage applicable to the Excess Cash Flow prepayment required to be repaid or repurchased or to be offered to be so repaid or repurchasedmade shall apply; provided, “Other Applicable ECF Indebtedness”)further, then the Borrower may apply such Excess Cash Flow on a pro rata basis that, to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and extent the amount of prepayment of deducted pursuant to subclause (B) above exceeds the Loans amounts that would have otherwise been required be payable pursuant to this Section 2.10(e2.05(b)(i) shall in any given fiscal year, the excess thereof may be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on applied, in the basis of the aggregate outstanding principal Borrowers’ discretion, to any amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness payable pursuant to this Section 2.05(b)(i) in the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately following fiscal year.

Excess Cash Flow. In the event that there shall be For any Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end shall prepay an aggregate principal amount of such Fiscal Year, prepay the Term Loans in an aggregate amount equal to 50(A) 50.0% (provided as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrower, the sum of (without duplication, and without duplication of any amount deducted from Excess Cash Flow): (1) the aggregate amount of voluntary principal prepayments or repurchases of the Loans or Indebtedness that (i) such prepayment percentage shall be 25% ifis secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans, as in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the most recently ended Fiscal Yearapplicable Excess Cash Flow Period (or, at the Senior Secured Net Leverage Ratio (determined for any such period by reference Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the Compliance Certificate delivered time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) (including prepayments or repurchases at a discount to par and open market purchases, with credit given for the actual amount of the cash payment and prepayments or repurchases in connection with lender or holder replacement provisions (including pursuant to Section 5.1(c3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the revolving commitments), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (2) [reserved]; (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (4) the portion of the Excess Cash Flow applied (to the extent any Borrower Party is required by the terms thereof) to prepay, repay or purchase Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans (to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (5) the aggregate amount of capital expenditures, Capitalized Software Expenditures and acquisitions of intellectual property either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (6) the aggregate amount of cash consideration paid by the Borrower Parties in connection with Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and Capitalized Software Expenditures) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (7) without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(7) in respect of prior fiscal years, the aggregate cash payments that any Borrower Party has committed to make or is required to make or plans to make (the “Budgeted Amounts”) in respect of Investments (including, without limitation, any acquisitions and acquisitions of intellectual property), Restricted Payments or capital expenditures and Capitalized Software Expenditures planned to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments, other Restricted Payments and capital expenditures and Capitalized Software Expenditures during such period of four consecutive fiscal quarters is less than the Budgeted Amounts, the amount of such shortfall shall be added back in calculating the Senior Secured ECF Prepayment Amount for the subsequent Excess Cash Flow Period, and (8) the aggregate amount of payments either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower’s option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) in respect of Restricted Payments (excluding Restricted Payments made or accrued pursuant to clause (c)(i) of the first paragraph of Section 7.05 and pursuant to clauses (2), (3), (18), (22) and (24) of the second paragraph of Section 7.05 (other than such Restricted Payments made to pay or accrued in respect of interest expense for any Indebtedness of any Parent Holding Company); provided that payments made in cash or accrued in respect of clause (24) of the second paragraph of Section 7.05 will only be included under this clause (8) to the extent the applicable cash payments or accruals utilized for any Restricted Payment thereunder resulted in an increase to Consolidated Net Income during such Excess Cash Flow Period (and only to the extent of such increase)) and, in each case, other than to the extent that any such Restricted Payments are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25.0% and to 0.0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period relates was equal to or less and than 4.50:1.00 or 4.00:1.00, respectively (ii) the amount described in this clause (i), the “ECF Prepayment Amount”); provided, further, that no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire with respect to any Excess Cash Flow for such Fiscal Year minus 100Period unless the ECF Prepayment Amount exceeds the greater of $20,400,000 and 10.0% of voluntary repayments of Four Quarter Consolidated EBITDA, and in such case, the Loans made during such Fiscal Year with Internally Generated CashECF Prepayment Amount shall be solely the amount in excess thereof; provided, further, that, if at the time that Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (prepayment would result in the percentage in respect of the applicable Excess Cash Flow Period being reduced to 25.0% or 0.0%, then such Senior Secured Debt reduced percentage applicable to the Excess Cash Flow prepayment required to be repaid or repurchased or to be offered to be so repaid or repurchasedmade shall apply; provided, “Other Applicable ECF Indebtedness”)further, then the Borrower may apply such Excess Cash Flow on a pro rata basis that, to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and extent the amount of prepayment of deducted pursuant to subclause (B) above exceeds the Loans amounts that would have otherwise been required be payable pursuant to this Section 2.10(e2.05(b)(i) shall in any given fiscal year, the excess thereof may be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on applied, in the basis of the aggregate outstanding principal Borrower’s discretion, to any amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness payable pursuant to this Section 2.05(b)(i) in the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately following fiscal year.

Excess Cash Flow. In (a) If the event that there shall be Company and its Restricted Subsidiaries have Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearfiscal year commencing with the fiscal year ending December 31, the Borrower shall2017, not later than the tenth Business Day following the date that is ninety then, within 125 days after the end of such Fiscal Yearfiscal year, prepay the Loans in Company will be required to make an aggregate offer (an “Excess Cash Flow Offer”) to all holders of Notes to purchase the maximum principal amount equal to of Notes that may be purchased with 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of fiscal year (the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to “Excess Cash Flow Offer Amount”). The offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of price for such Excess Cash Flow (such Senior Secured Debt required Offer shall be an amount in cash equal to be repaid or repurchased or 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to be offered the date of repurchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such an Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company and its Restricted Subsidiaries may use any remaining Excess Cash Flow Offer Amount for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be purchased on a pro rata basis based upon principal amount (subject to adjustments so that no Notes in an unauthorized denomination are repurchased in part). (b) With respect to each Excess Cash Flow Offer, the Company will be entitled to reduce the applicable Excess Cash Flow Offer Amount with respect thereto by an amount equal to the prepayment sum of (x) the aggregate repurchase price paid for any Notes theretofore repurchased by the Company in the open market (and cancelled by the Company) and (y) the aggregate redemption price paid for any Notes theretofore redeemed pursuant to one or more optional redemptions (other than any redemptions pursuant to Section 3.07(b)), in each case, during the period with respect to which such Excess Cash Flow was being computed. Notwithstanding anything to the contrary in the immediately preceding sentence, the Company will not be entitled to reduce the applicable Excess Cash Flow Offer Amount by the aggregate repurchase price of any Notes theretofore repurchased by the Company pursuant to any Asset Sale Offers, Change of Control Offers, Excess Cash Flow Offers or any other offers in the open market on terms, conditions and at times as are substantially similar to those with respect to an Excess Cash Flow Offer in accordance with the second proviso of clause (i) of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion definition of Excess Cash Flow allocated during such period. (c) Notwithstanding the foregoing, the Company will not be required (but may elect to do so) to make an Excess Cash Flow Offer in accordance with this Section 5.16 unless the Excess Cash Flow Offer Amount with respect to the Other Applicable ECF Indebtedness shall not exceed the amount applicable period in respect of which such Excess Cash Flow required Offer is to be allocated to made exceeds $5.0 million (with lesser amounts being carried forward for purposes of determining whether the Other Applicable ECF Indebtedness pursuant to $5.0 million threshold has been met for any future period). Upon completion of each Excess Cash Flow Offer, the terms thereofExcess Cash Flow Offer Amount will be reset at zero. (d) The Company will comply, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent applicable, with the holders requirements of Other Applicable ECF Indebtedness decline Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture (including Section 3.10), the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such indebtedness repurchased securities laws or prepaid, the declined amount shall promptly regulations. (e) Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer will be cancelled and in any event within ten Business Days after the date of such rejection) may not be applied to prepay the Loans in accordance with the terms hereofreissued.

Excess Cash Flow. In Within ten Business Days after financial statements have been delivered or should have been delivered pursuant to Section 6.01(a) and the event that there related Compliance Certificate has been delivered or should have been delivered pursuant to Section 6.02(a) for any Fiscal Year (commencing with the Fiscal Year ending March 31, 2022), Borrowers shall be prepay an aggregate principal amount of Loans equal to (x) 50% of Excess Cash Flow in excess of $2,500,000 for any the Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of Year covered by such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (financial statements; provided that (i) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Consolidated Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 1.30:1.00 less than or less) equal to 3.00 to 1.00, Borrowers shall prepay an aggregate principal amount of the entire Loans equal to 0% of Excess Cash Flow for such Fiscal Year minus 100% Year, less (y) the aggregate amount of voluntary repayments prepayments of the Term Loans (and in the case of any Discounted Voluntary Prepayments solely to the extent of the actual Cash amount paid by Borrowers in such Discounted Voluntary Prepayment) and voluntary prepayments of the Revolving Loans (to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) made (i) during such Fiscal Year with Internally Generated Cash; provided, that, if at (other than any voluntary prepayments made during the time that any first 120 days of such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Fiscal Year to the terms extent such voluntary prepayments were credited in the calculation of the documentation governing such Indebtedness with all Excess Cash Flow prepayment for the prior Fiscal Year) or a portion (ii) within 120 days after the end of the Fiscal Year for which such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”is being calculated that are applied in the manner set forth in Section 2.06(b)(v), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtednessin each case, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent not financed with proceeds equity proceeds or from the holders incurrence of Other Applicable ECF long-term Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofother than Revolving Loans).

Excess Cash Flow. In Commencing with the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearfiscal year ending December 31, the Borrower shall2014, not no later than the tenth ten (10) Business Day following Days after the date that is ninety days after on which the end of Borrower’s annual audited financial statements for such Fiscal Year, prepay the Loans in an aggregate amount equal fiscal year are required to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c7.01(a), (i) calculating to the Senior Secured Net extent that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) as of the last day of such Fiscal Yearfiscal year is greater than or equal to 3.00:1.00, the Borrower shall prepay the Obligations in an amount equal to (A) shall be 1.80:1.00 50% of Excess Cash Flow for such fiscal year less (B) optional prepayments of the Term Loans actually made during such fiscal year or less optional prepayments of the Revolving Loans to the extent of a corresponding permanent commitment reduction during such fiscal year, and (ii) no such prepayment shall be required by this clause (e) if to the foregoing Senior Secured Net extent that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) as of the last day of such Fiscal Year fiscal year is less than 3.00:1.00, the Borrower shall be 1.30:1.00 or lessprepay the Obligations in an amount equal to (A) 25% of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments fiscal year less (B) optional prepayments of the Term Loans actually made during such Fiscal Year with Internally Generated Cash; provided, that, if at fiscal year or optional prepayments of the time that any Revolving Loans to the extent of a corresponding permanent commitment reduction during such fiscal year. Any such prepayment would shall be required, applied in accordance with subsection (ix) of this Section. Any such prepayment shall be accompanied by a certificate signed by the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to Borrower’s chief financial officer certifying in reasonable detail the terms of the documentation governing such Indebtedness with all or a portion of such manner in which Excess Cash Flow (such Senior Secured Debt required to and the resulting prepayment were calculated, which certificate shall be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis in form and substance reasonably satisfactory to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofAdministrative Agent.

Excess Cash Flow. In No later than ten Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year of Holdings, commencing with the first full fiscal year ending after the Closing Date, in which an Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, not later than if and to the tenth Business Day following extent Excess Cash Flow for such Excess Cash Flow Period exceeds $2,500,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is ninety 180 days after the end Closing Date, $3,350,000), make prepayments of such Fiscal Year, prepay the Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio amount equal to (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(cx) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year the Excess Cash Flow Period then ended (for the avoidance of doubt, including the dollar floor referenced above) minus 100% of voluntary repayments (y) $2,500,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $3,350,000) minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Revolving Loans made during such Fiscal Year or Incremental Revolving Loans, in each case secured on a pari passu basis with Internally Generated Cash; provided, that, if at the time that Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such prepayment would be requiredIndebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Refinancing in respect thereof or Permitted Debt Exchange Notes issued in exchange therefor, in each case, to the Borrower extent secured on secured on a pari passu basis with the Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is required itself secured on a junior basis to repay or repurchase or to offer to repurchase or repay Senior the Secured Debt permitted Obligations)), in each case prepaid pursuant to Section 6.1 2.10(a), Section 2.16(b)(B) or Section 10.02(f)(i) or pursuant to the terms corresponding provisions of the documentation governing any such Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Credit Agreement Refinancing Indebtedness with all in respect thereof or Permitted Debt Exchange Notes (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, to the extent accompanied by a portion corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) and (y) the amount actually paid in cash pursuant to any assignment made in accordance with Section 10.04(b)(viii) of this Agreement (to the extent such assignment was offered to all Lenders of the applicable Class) or the corresponding provisions of the documentation governing any Permitted Incremental Equivalent Debt, Incremental Facility, Senior Secured Indebtedness or Junior Secured Indebtedness, in each case secured on a pari passu basis with the Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Refinancing or Permitted Debt required Exchange Notes offered in exchange therefor, in each case, to be repaid the extent secured on a pari passu basis with Obligations or repurchased or on a junior basis to be the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations)) (in each case to the extent such assignment was offered to be so repaid all lenders or repurchasedholders of the applicable class thereof) during the applicable Excess Cash Flow Period (or, “Other Applicable ECF Indebtedness”)at the option of the Borrower, then the Borrower may apply and without duplication, after such Excess Cash Flow on a pro rata basis Period and prior to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable such subsequent ECF Indebtedness, Payment Date) (and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) First Lien Leverage Ratio shall be reduced accordingly (recalculated for purposes of this proviso pro rata basis shall be determined on determining the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at Percentage to give pro forma effect to all such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereofvoluntary prepayments), and in the remaining amountcase of all such prepayments or buybacks, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent that such prepayments or buybacks were financed with sources other than the holders proceeds of Other Applicable ECF long-term Indebtedness decline (other than revolving Indebtedness to have the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries (such indebtedness repurchased or prepaidpayment, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof“ECF Payment Amount”).

Excess Cash Flow. In Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to Section 6.01(a) and the event that there shall related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), in each case, commencing with the first full fiscal year ending after the Closing Date, the Borrowers shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (1) all voluntary prepayments of Term Loans and any other term loans (or Revolving Loans and any other revolving loans, in excess each case, to the extent accompanied by a corresponding permanent reduction in commitments) that are Pari Passu Lien Debt (including (A) those made through debt buybacks and in the case of $2,500,000 for any Fiscal Yearbelow-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase, (B) cash payments by the Borrower shallBorrowers pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent the applicable Term Loans or other Pari Passu Lien Debt is retired instead of assigned) and (C) prepayments of Loans and participations held by Disqualified Xxxxxxx), (2) all voluntary prepayments of term loans (or revolving loans to the extent accompanied by a corresponding permanent reduction in commitments) that are Junior Lien Debt (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase), (3) all voluntary prepayments of term loans (or revolving loans to the extent accompanied by a corresponding permanent reduction in commitments) secured by Liens on Excluded Assets (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase), (4) all voluntary prepayments of term loans (or revolving loans to the extent accompanied by a corresponding permanent reduction in commitments) of Restricted Subsidiaries that are unsecured or secured by Liens on assets that are not Collateral (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase), (5) the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period to the extent not financed with the proceeds of Funded Debt, (6) the amount of Permitted Investments (including costs and expenses related thereto) made during such period pursuant to Section 7.02 to the extent that such Permitted Investments were not financed with the proceeds of Funded Debt, and (7) the amount of Restricted Payments actually paid (and permitted to be paid) during such period pursuant to Section 7.06 (excluding Sections 7.06(a), 7.06(c) and 7.06(s)(ii)) to the extent such Restricted Payments were not later than financed with the tenth Business Day proceeds of Funded Debt or are not deducted in calculating Consolidated Net Income, in each case, (I) during such fiscal year or following the date that is ninety days after the end of such Fiscal Year, prepay fiscal year and prior to the Loans in an aggregate amount equal to 50% date of such calculation (provided that that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (ib)(i) for the subsequent fiscal year), (II) to the extent such prepayment percentage shall be 25% ifprepayments are not funded with the proceeds of Funded Debt and (III) including, as for the avoidance of doubt, assignments of such Indebtedness to a Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio amount paid in cash in connection with such assignment (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) prepayment); provided that no such prepayment payment shall be required by this clause (e) if such amount is equal to or less than the foregoing Senior Secured Net Leverage Ratio as greater of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 10010% of voluntary repayments Closing Date EBITDA and 10% of the Loans made during such Fiscal Year with Internally Generated CashTTM Consolidated Adjusted EBITDA; provided, that, provided further that if at the time that any such prepayment would be required, the Borrower is Borrowers are required to repay or repurchase or to offer to repurchase or repay Senior Secured Pari Passu Lien Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower Borrowers may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(e2.07(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Excess Cash Flow. In Within five days after the event that there shall be date on which the Borrower delivers or is required to deliver its audited consolidated financial statements pursuant to Section 6.01(a) for each fiscal year of the Borrower (such fifth day, the “Excess Cash Flow in excess of $2,500,000 for any Fiscal YearSweep Date”), commencing with the fiscal year ended December 31, 2012, the Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to 50% (provided that (iA) such prepayment the percentage shall be 25% if, as of the last day of Excess Cash Flow for such fiscal year computed in accordance with the most recently ended Fiscal Year, table set forth below based on the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) the aggregate amount of any Loans prepaid pursuant to Section 2.13(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.12(c)) during such fiscal year or during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided, that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid), with such amount to be applied as set forth in Section 2.13(d) below, provided, however that in respect of the fiscal year of the Borrower ended December 31, 2012, the Excess Cash Flow Prepayment Amount shall be 1.80:1.00 or less equal to (X) percentage of the Excess Cash Flow (determined for the period commencing on April 1, 2012 and (iiending on December 31, 2012) no such prepayment shall be required by this clause (e) if computed in accordance with the foregoing Senior Secured Net table set forth below based on the Leverage Ratio as of the last day end of such Fiscal Year shall be 1.30:1.00 fiscal year, less (Y) the aggregate amount of any Loans prepaid pursuant to Section 2.13(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.12(c)) during such fiscal year or less) of during the entire period after such fiscal year but prior to the Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; Sweep Date (provided, that, if at that such amounts prepaid during the time that any period after such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant fiscal year but prior to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to Sweep Date may not be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then deducted in calculating the Borrower may apply such Excess Cash Flow on a pro rata basis to Prepayment Amount for the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at fiscal year during which such timeamounts were actually prepaid), with it being agreed that the portion such amount to be applied as set forth in Section 2.13(d) below: Leverage Ratio Percentage of Excess Cash Flow allocated Greater than 2.50 to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required 1.00 50 % Less than or equal to be allocated 2.50 to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.1.00 0 %

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not Not later than the tenth Business Day following the date that is ninety 120 days after the end of such the Fiscal YearYear ending 2009 and each Fiscal Year thereafter, the Company shall immediately prepay the Loans Senior Subordinated Notes in an aggregate amount equal to 5075% of Excess Cash Flow, less the amount thereof required to be applied (including amounts theretofore or concurrently therewith applied as so required) in accordance with, or pursuant to, the terms of the Credit Agreement as in effect on the Closing Date to permanently pay or permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the amount required to be applied in accordance with, or pursuant to, the terms of the Credit Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such reduction shall not be construed as being required to be applied to permanently pay or permanently prepay the Loans under the Credit Agreement for the purposes of this Section 8.4(c)), provided that (i) that, if such prepayment percentage shall be 25% Fiscal Year ends in 2010 or thereafter, then if, as of the last day of the most recently ended relevant Fiscal Year, the Senior Secured Net Total Leverage Ratio (determined for any such period by reference is less than or equal to 3.0 to 1, the Compliance Certificate delivered pursuant Company shall only be required to Section 5.1(c) calculating immediately prepay the Senior Secured Net Leverage Ratio as Subordinated Notes in an aggregate amount equal to 50% of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such relevant Fiscal Year minus 100% of voluntary repayments of Year, less the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is amount thereof required to repay be applied (including amounts theretofore or repurchase concurrently therewith applied as so required) in accordance with, or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to to, the terms of the documentation governing such Indebtedness Credit Agreement as in effect on the Closing Date to permanently pay or permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with all or a portion of such Excess Cash Flow (such Senior Secured Debt the effect that the amount required to be repaid applied in accordance with, or repurchased or to be offered to be so repaid or repurchasedpursuant to, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment terms of the Loans and Credit Agreement to the repayment pay or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of prepay the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on under the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such timeCredit Agreement is reduced, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow reduction shall not be construed as being required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to permanently pay or permanently prepay the Loans in accordance with under the terms hereofCredit Agreement for the purposes of this Section 8.4(c)).

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not No later than the tenth Business Day following the date that is ninety earlier of (i) 120 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such Fiscal Year, prepay the Loans fiscal year in an aggregate amount equal to 50% (provided that (i) which such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate Excess Cash Flow Period occurs are delivered pursuant to Section 5.1(c5.01(a), Borrower shall make prepayments in accordance with Section 2.10(g) calculating the Senior Secured Net Leverage Ratio as in an aggregate principal amount equal to (A) (x) 75% of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Net Leverage Ratio at the end of such Fiscal Year minus 100period is greater than or equal to 3:0:1.0 and (y) 50% of voluntary repayments Excess Cash Flow for the Excess Cash Flow Period then ended if the Total Net Leverage Ratio at the end of such period is less than 3.0:1.0 minus (B) (x) the aggregate principal amount of optional prepayments of Loans pursuant to Section 2.10(a) made during such Fiscal Year with Internally Generated Cash; providedExcess Cash Flow Period or, thatat Borrower’s option, if at after such Excess Cash Flow Period and prior to the time that any date such prepayment would be required, the Borrower Excess Cash Flow payment is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to be made under this Section 6.1 pursuant 2.10(e), in each case, to the terms extent such prepayment (1) does not occur in connection with a refinancing of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow Loans and (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased2) is made with Internally Generated Funds, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis (y) if immediately after giving effect to the prepayment required under this clause (e), Borrower and its Subsidiaries would not have Unrestricted Cash on the balance sheet in an aggregate amount of at least $15,000,000, an amount not to exceed the Loans amount necessary (if any) to cause Borrower and its Subsidiaries to have Unrestricted Cash on the balance sheet in an aggregate amount of $15,000,000, after giving pro forma effect to the repayment or re-purchase prepayment required under this clause (e) and (z) amounts retained in the good faith judgement of Other Applicable ECF IndebtednessBorrower to fund growth Capital Expenditures, and the amount of prepayment of the Loans that would have otherwise been required provided, however, any amounts pursuant to this Section 2.10(eclause (y) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis that are not expended by Borrower or its Subsidiaries by June 30 of the aggregate outstanding principal amount of calendar year immediately following the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount end of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of Period shall constitute Excess Cash Flow for such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofExcess Cash Flow Period.

Excess Cash Flow. In Within five (5) Business Days after the event that there shall day on which financial statements are required to be delivered for the most recently ended fiscal year pursuant to Section 6.01(a), beginning with the Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod ending on December 31, 2016, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year Excess Cash Flow Period, minus 100% (B) on a dollar-for-dollar basis the aggregate amount of all voluntary prepayments during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to such Excess Cash Flow payment date (and without counting such amounts against the Excess Cash Flow payment for the succeeding Excess Cash Flow Period) of principal of the Term Loans, the Incremental Term Loans, the Other Term Loans, the Revolving Loans, the Incremental Revolving Loans, the Other Revolving Loans and Swing Line Loans in each case that are not funded with the proceeds of Credit Agreement Refinancing Indebtedness and that are pari passu with the Term Loans in security and right of payment (but in the case of voluntary repayments prepayments of Revolving Loans, Other Revolving Loans or Swing Line Loans, only to the Loans extent the Revolving Commitments, Other Revolving Commitments, the Incremental Revolving Loans, as applicable, are permanently reduced and, in the case of prepayment or repurchases made during at a discount, the amount of cash used for such Fiscal Year with Internally Generated Cashprepayment or repurchase). As used in this Section 2.09(c)(ii), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided, that, provided that the Applicable ECF Percentage shall be (i) reduced to 25% if the Total Leverage Ratio at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow Period is equal to or less than 4.50 to 1.00 and greater than 3.50 to 1.00 and (such Senior Secured Debt required ii) reduced to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then 0% if the Borrower may apply such Excess Cash Flow on a pro rata basis to Total Leverage Ratio at the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount end of such Excess Cash Flow required Period is equal to be allocated or less than 3.50 to 1.00, in each case at the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, end of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofExcess Cash Flow Period.

Excess Cash Flow. In the event that there shall be For any Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod, within ten (10) Business Days after financial statements have been delivered pursuant to Section 4.1(a) and the related Compliance Certificate has been delivered pursuant to Section 4.2(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shallshall prepay an aggregate principal amount of Initial Term B Loans on a pro rata basis, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to (A) 50% (provided as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrower, the aggregate amount (other than any amount applied to reduce the prepayment required under this clause (B) in respect of any prior year) and except to the extent such prepayment, repurchase, prepayment, expenditure or Restricted Payment is funded with the proceeds of long-term Indebtedness (other than revolving loans) of the sum of (1) the aggregate amount of all voluntary prepayments and repurchases (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment) made by Holdings or any of its Restricted Subsidiaries (or committed to be made) of (x) Initial Term A Loans, Initial Term B Loans, Incremental Term A Loans and Revolving Loans and (y) any Incremental Facilities or Incremental Equivalent Debt, in each case, that are secured by the Collateral on a first lien pari passu basis with the Liens securing the Obligations (iin each case of prepayments of a revolving facility or Revolving Loans, to the extent accompanied by a corresponding permanent commitment reduction), (2) the aggregate amount of all Capital Expenditures and Investments made (or committed to be made subject to reversal of such prepayment percentage shall deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) in cash, and (3) Restricted Payments (other than non-cash Restricted Payments and Restricted Payments made pursuant to clauses (c), (n) and (o) of Section 5.6), in each case, made (or committed to be 25% if, as made subject to reversal of such deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the most recently ended Fiscal Yearrelevant Excess Cash Flow Period, or, at the Senior Secured Net Leverage Ratio option of the Borrower, on the date on which the relevant Excess Cash Flow prepayment is required to be made (determined for any such period by reference amounts in clauses (1) through (3), “ECF Deductions”) and such ECF Deductions may be applied to reduce payments under this Section 1.8(e) in respect of subsequent Excess Cash Flow Periods to the Compliance Certificate delivered pursuant extent the amount of such ECF Deductions exceeds the amount of payments required under this Section 1.8(e) in respect of the current Excess Cash Flow Period; provided, that, such percentage in respect of any Excess Cash Flow Period shall be reduced to Section 5.1(c) calculating 25% or 0% if the Senior Secured First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Fiscal YearExcess Cash Flow Period relates (but giving Pro Forma Effect to any payment under this Section 1.8 made after the last day of the year to which such Excess Cash Flow Period relates but prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made) shall be 1.80:1.00 was equal to or less and (ii) than 2.44 to 1.00 or 1.94 to 1.00, respectively; provided, further, that, no such prepayment shall be required by this clause (e) if with respect to any Excess Cash Flow Period to the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire extent Excess Cash Flow for such Fiscal Year minus 100period is equal to or less than (the “ECF Threshold”) the greater of $50,000,000 and 10.0% of voluntary repayments LTM EBITDA (and only amounts in excess of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would ECF Threshold shall be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant applied to the terms of payment thereof). In the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required event any ECF Deductions have not been applied to reduce the payments that may be repaid or repurchased or due from time to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required time pursuant to this Section 2.10(e1.8(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of or the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Deductions in any Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed Period exceeds the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness repay Initial Term B Loans pursuant to the terms thereofthis Section 1.8(e) for such Excess Cash Flow Period) shall be carried over to Excess Cash Flow Periods, and may reduce the remaining amount, if any, of payments due from time to time pursuant to this Section 1.8(e) during such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable subsequent Excess Cash Flow Periods (until such time as such ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be Deductions are so applied to prepay the Loans in accordance with the terms hereofreduce such payments that may be due from time to time).

Excess Cash Flow. In Within ten (10) Business Days after the event annual financial statements are required to be delivered pursuant to subsection 4.1(a) hereof, commencing with such annual financial statements for the Fiscal Year ending December 31, 2024 and for each Fiscal Year thereafter (each such period, an “Excess Cash Flow Period”), the Parent Borrower shall deliver to the Agent a written calculation of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(h) and certified as correct in all material respects on behalf of the Parent Borrower by a Responsible Officer of the Parent Borrower and, substantially concurrently the Parent Borrower shall prepay, in accordance with Section 1.8(i) below, an aggregate principal amount of Term Loans equal to (i) 50% of such Excess Cash Flow minus (ii) the aggregate principal amount of (x) Term Loans voluntarily prepaid pursuant to Section 1.7 and the aggregate principal amount of Revolving Loans voluntarily prepaid pursuant to Section 1.7 (to the extent accompanied by a permanent reduction in the Revolving Loan Commitments in an equal amount pursuant to Section 1.7 (or equivalent provision governing such revolving credit facility)), and (y) any optional prepayment, repurchase, redemption or retirement of any other Indebtedness (other than Indebtedness among the Parent Borrower and any of its Subsidiaries) that there shall be is secured on a pari passu basis with the Obligations (and, in the case of any such other Indebtedness constituting revolving Indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments), but excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of incurrences of long-term indebtedness, in each case, during such Fiscal Year or after year-end and prior to when such Excess Cash Flow prepayment is due (without duplication of any deduction from Excess Cash Flow in excess any prior Excess Cash Flow Period), minus (iii) the aggregate amount of $2,500,000 for cash consideration paid by any Fiscal YearPurchasing Borrower Party to effect any assignment to it of Term Loans pursuant to Section 9.9(g), but only to the Borrower shallextent such Term Loans (x) have been acquired pursuant to an offer made to all Lenders under the applicable class or classes of Term Loans so assigned on a pro rata basis and (y) have been cancelled, not later than but excluding the tenth Business Day following aggregate principal amount of any such assignments made with the date that is ninety days after the end proceeds of incurrences of long-term indebtedness, in each case, during such Fiscal YearYear or after year-end and prior to when such Excess Cash Flow prepayment is due (without duplication of any deduction from Excess Cash Flow in any prior Excess Cash Flow Period), prepay minus (iv) the greater of (x) $60,000,000 and (y) 15.0% of Consolidated EBITDA in respect of the applicable Test Period, for application to the Term Loans in an aggregate amount equal to 50% (accordance with the provisions of subsection 1.8(h) hereof; provided that (A) the percentage in clause (i) such prepayment percentage of this Section 1.8(h) shall be reduced to 25% if, as of the last day of the most recently ended Fiscal Year, if the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Yearthe applicable Test Period (recalculated to give pro forma effect to any voluntary prepayments or assignments made after the end of applicable Test Period and prior to the time the applicable Excess Cash Flow prepayment is due) shall be 1.80:1.00 is less than or less equal to 3.40 to 1.00 but greater than 2.90 to 1.00, respectively and (iiB) no such prepayment of Term Loans shall be required by under this clause (eSection 1.8(h) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 the applicable Test Period (re-calculated to give pro forma effect to any voluntary prepayments or less) assignments made after the end of applicable Test Period and prior to the entire time the applicable Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cashprepayment is due) is less than or equal to 2.90 to 1.00; provided, thatfurther, that the Parent Borrower may apply a portion of the Excess Cash Flow prepayment required pursuant to this Section 1.8(h) on a pro rata basis to any Other Applicable Indebtedness if at the time that any documents in respect of such prepayment would be requiredOther Applicable Indebtedness requires the issuer or borrower thereunder to prepay, the Borrower is required to repay or repurchase or to make an offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing prepay, such Other Applicable Indebtedness with all or a any portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofproceeds.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not No later than the tenth Business Day following the date that is ninety 95 days after the end of such Fiscal Yeareach Excess Cash Flow Period, the Borrower shall prepay (or cause to be prepaid) the Term Loans in an aggregate amount equal to 50% (provided A) the Applicable ECF Percentage of Excess Cash Flow for such Excess Cash Flow Period minus (B) the aggregate amount of all voluntary prepayments of principal of the Term Loans and the Incremental Term Loans and any Incremental Revolving Loans, in each case that are not funded with the proceeds of long-term Indebtedness (i) which, in the case of Discounted Term Loan Prepayments, will be limited to the actual amount of cash paid to Lenders in connection with such prepayment percentage shall be 25% if(as opposed to the face amount of the Loans so prepaid)) (but, as in the case of Incremental Revolving Loans, only to the extent the Incremental Revolving Commitments are permanently reduced at the time of such payment of Incremental Revolving Loans), if such voluntary prepayments are made (x) during such Excess Cash Flow Period and have not previously reduced the amount of any prepayment pursuant to this clause (ii) or, (y) at the election of the Borrower, after the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference Excess Cash Flow Period and prior to the Compliance Certificate delivered date of prepayment (with any prepayment pursuant to Section 5.1(c2.09(a)(ii) calculating being measured by the Senior Secured amount applied to such prepayment, rather than the amount by which the outstanding principal amount of the Term Loans is reduced thereby). As used in this Section 2.09(c)(ii), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 75%; provided that, for any Excess Cash Flow Period ending on or after December 31, 2017, the Applicable ECF Percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio as of the last day of and for such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period is less than or less and equal to 2.00 to 1.00 but greater than 1.00 to 1.00, (ii) no such prepayment shall be required by this clause (e) 25% if the foregoing Senior Secured Total Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow and for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow Period is less than or equal to 1.00 to 1.00 but greater than 0.50 to 1.00 and (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then iii) 0% if the Borrower may apply Total Net Leverage Ratio as of the last day of and for such Excess Cash Flow on a pro rata basis Period is less than or equal to the prepayment of the Loans and 0.50 to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof1.00.

Excess Cash Flow. In No later than 10 Business Days after the event that there shall earlier of (x) the date on which the financial statements of the Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are required to be Excess Cash Flow delivered and (y) the date on which the financial statements of the Borrower referred to in excess Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders, commencing with the financial statements of $2,500,000 the Borrower for any Fiscal Yearthe fiscal year ended December 31, 2016, the Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (an “Excess Cash Flow Prepayment Amount”) at least equal to 50% (provided that (i) such prepayment the percentage shall be 25% if, as of the last day of Excess Cash Flow for such fiscal year computed in accordance with the most recently ended Fiscal Year, table set forth below based on the Senior Consolidated Net Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day end of such Fiscal Year) shall be 1.80:1.00 or less and fiscal year (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Consolidated Net Secured Net Leverage Ratio as of the last day of to be calculated to give pro forma effect to any such Fiscal Year shall be 1.30:1.00 cash pay down or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans reduction made during such Fiscal Year fiscal year as contemplated by the immediately following proviso), with Internally Generated Cashsuch amount to be applied as set forth in Section 2.13(d) below; provided, that, if that at the time that option of Borrower, any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant voluntary prepayments of Term Loans and Revolving Loans (to the terms of extent the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be Revolving Commitments are permanently reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed by the amount of such Revolving Loan prepayment) made during such fiscal year (other than prepayments funded with the proceeds of incurrences of long-term Indebtedness, equity contributions or issuances, retained Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, from a prior period or proceeds of such net proceeds Asset Sales or Events of Loss) shall be allocated credited against the Excess Cash Flow Prepayment Amount for such fiscal year on a dollar-for-dollar basis: Greater than or equal to the Loans in accordance with the terms hereof); provided further, that 3.0 to the extent the holders of Other Applicable ECF Indebtedness decline 1.00 75 % Less than 3.00 to have such indebtedness repurchased 1.00 but greater than or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied equal to prepay the Loans in accordance with the terms hereof.2.50 to 1.00 50 % Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 25 % Less than 2.00 to 1.00 0 %

Excess Cash Flow. In the event that there shall be For any Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod, within ten (10) Business Days after financial statements have been delivered pursuant to Section 4.1(a) and the related Compliance Certificate has been delivered pursuant to Section 4.2(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end shall prepay an aggregate principal amount of such Fiscal Year, prepay the Initial Term B Loans in an aggregate amount equal to (A) 50% (provided as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrower, the aggregate amount (other than any amount applied to reduce the prepayment required under this clause (B) in respect of any prior year) and except to the extent such prepayment, repurchase, prepayment, expenditure or Restricted Payment is funded with the proceeds of long-term Indebtedness (other than revolving loans) of the sum of (1) the aggregate amount of all voluntary prepayments and repurchases (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of the cash payment) made by Holdings or any of its Restricted Subsidiaries (or committed to be made) of (x) Initial Term A Loans, Initial Term B Loans, Incremental Term A Loans and Revolving Loans and (y) any Incremental Facilities or Incremental Equivalent Debt, in each case, that are secured by the Collateral on a first lien pari passu basis with the Liens securing the Obligations (iin each case of prepayments of a revolving facility or Revolving Loans, to the extent accompanied by a corresponding permanent commitment reduction), (2) the aggregate amount of all Capital Expenditures and Investments made (or committed to be made subject to reversal of such prepayment percentage shall deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) in cash, and (3) Restricted Payments (other than non-cash Restricted Payments and Restricted Payments made pursuant to clauses (c), (n) and (o) of Section 5.6), in each case, made (or committed to be 25% if, as made subject to reversal of such deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the most recently ended Fiscal Yearrelevant Excess Cash Flow Period, or, at the Senior Secured Net Leverage Ratio option of the Borrower, on the date on which the relevant Excess Cash Flow prepayment is required to be made (determined for any such period by reference amounts in clauses (1) through (3), “ECF Deductions”) and such ECF Deductions may be applied to reduce payments under this Section 1.8(e) in respect of subsequent Excess Cash Flow Periods to the Compliance Certificate delivered pursuant extent the amount of such ECF Deductions exceeds the amount of payments required under this Section 1.8(e) in respect of the current Excess Cash Flow Period; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to Section 5.1(c) calculating 25% or 0% if the Senior Secured First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Fiscal YearExcess Cash Flow Period relates (but giving Pro Forma Effect to any payment under this Section 1.8 made after the last day of the year to which such Excess Cash Flow Period relates but prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made) shall be 1.80:1.00 was equal to or less and (ii) than 2.44 to 1.00 or 1.94 to 1.00, respectively; provided further that no such prepayment shall be required by this clause (e) if with respect to any Excess Cash Flow Period to the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire extent Excess Cash Flow for such Fiscal Year minus 100period is equal to or less than (the “ECF Threshold”) the greater of $50,000,000 and 10.0% of voluntary repayments LTM EBITDA (and only amounts in excess of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would ECF Threshold shall be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant applied to the terms of payment thereof). In the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required event any ECF Deductions have not been applied to reduce the payments that may be repaid or repurchased or due from time to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required time pursuant to this Section 2.10(e1.8(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of or the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Deductions in any Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed Period exceeds the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness repay Initial Term B Loans pursuant to the terms thereofthis Section 1.8(e) for such Excess Cash Flow Period) shall be carried over to Excess Cash Flow Periods, and may reduce the remaining amount, if any, of payments due from time to time pursuant to this Section 1.8(e) during such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable subsequent Excess Cash Flow Periods (until such time as such ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be Deductions are so applied to prepay the Loans in accordance with the terms hereofreduce such payments that may be due from time to time).

Excess Cash Flow. In the event that there shall be For any Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end shall prepay an aggregate principal amount of such Fiscal Year, prepay the Term Loans in an aggregate amount equal to 50(A) 50.0% (provided as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) at the option of the Borrower, the sum of (without duplication, and without duplication of any amount deducted from Excess Cash Flow): (1) the aggregate amount of voluntary principal prepayments or repurchases of the Loans or Indebtedness that (i) such prepayment percentage shall be 25% ifis secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans, as in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the most recently ended Fiscal Yearapplicable Excess Cash Flow Period (or, at the Senior Secured Net Leverage Ratio (determined for any such period by reference Borrower's option, after the end of the relevant Excess Cash Flow Period but prior to the Compliance Certificate delivered time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) (including prepayments or repurchases at a discount to par and open market purchases, with credit given for the actual amount of the cash payment and prepayments or repurchases in connection with lender or holder replacement provisions (including pursuant to Section 5.1(c3.08)) (except prepayments of Loans under any Revolving Tranche or other revolving Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Revolving Credit Commitments that are not accompanied by a corresponding permanent commitment reduction of the revolving commitments), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (2) [reserved]; (3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix), (4) the portion of the Excess Cash Flow applied (to the extent any Borrower Party is required by the terms thereof) to prepay, repay or purchase Indebtedness that is secured by a Lien on the Collateral on a pari passu basis with the Initial Term Loans (to the extent the documentation governing such Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (5) the aggregate amount of capital expenditures, Capitalized Software Expenditures and acquisitions of intellectual property either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower's option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such capital expenditures are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (6) the aggregate amount of cash consideration paid by the Borrower Parties in connection with Investments (including, without limitation, any acquisitions, acquisitions of intellectual property and Capitalized Software Expenditures) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower's option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness), (7) without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(7) in respect of prior fiscal years, the aggregate cash payments that any Borrower Party has committed to make or is required to make or plans to make (the "Budgeted Amounts") in respect of Investments (including, without limitation, any acquisitions and acquisitions of intellectual property), Restricted Payments or capital expenditures and Capitalized Software Expenditures planned to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments, other Restricted Payments and capital expenditures and Capitalized Software Expenditures during such period of four consecutive fiscal quarters is less than the Budgeted Amounts, the amount of such shortfall shall be added back in calculating the Senior Secured ECF Prepayment Amount for the subsequent Excess Cash Flow Period, and (8) the aggregate amount of payments either made in cash or accrued by the Borrower Parties during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the applicable Excess Cash Flow Period (or, at the Borrower's option, after the end of the relevant Excess Cash Flow Period but prior to the time such Excess Cash Flow payment is due; provided that to the extent the Borrower exercises such option, such deducted amount shall not be permitted as a reduction against the subsequent Excess Cash Flow Period calculation) in respect of Restricted Payments (excluding Restricted Payments made or accrued pursuant to clause (c)(i) of the first paragraph of Section 7.05 and pursuant to clauses (2), (3), (18), (22) and (24) of the second paragraph of Section 7.05 (other than such Restricted Payments made to pay or accrued in respect of interest expense for any Indebtedness of any Parent Holding Company); provided that payments made in cash or accrued in respect of clause (24) of the second paragraph of Section 7.05 will only be included under this clause (8) to the extent the applicable cash payments or accruals utilized for any Restricted Payment thereunder resulted in an increase to Consolidated Net Income during such Excess Cash Flow Period (and only to the extent of such increase)) and, in each case, other than to the extent that any such Restricted Payments are funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (other than revolving Indebtedness); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25.0% and to 0.0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period relates was equal to or less and than 4.50:1.00 or 4.00:1.00, respectively (ii) the amount described in this clause (i), the "ECF Prepayment Amount"); provided, further, that no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire with respect to any Excess Cash Flow for such Fiscal Year minus 100Period unless the ECF Prepayment Amount exceeds the greater of $20,400,000 and 10.0% of voluntary repayments of Four Quarter Consolidated EBITDA, and in such case, the Loans made during such Fiscal Year with Internally Generated CashECF Prepayment Amount shall be solely the amount in excess thereof; provided, further, that, if at the time that Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (prepayment would result in the percentage in respect of the applicable Excess Cash 134 Flow Period being reduced to 25.0% or 0.0%, then such Senior Secured Debt reduced percentage applicable to the Excess Cash Flow prepayment required to be repaid or repurchased or to be offered to be so repaid or repurchasedmade shall apply; provided, “Other Applicable ECF Indebtedness”)further, then the Borrower may apply such Excess Cash Flow on a pro rata basis that, to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and extent the amount of prepayment of deducted pursuant to subclause (B) above exceeds the Loans amounts that would have otherwise been required be payable pursuant to this Section 2.10(e2.05(b)(i) shall in any given fiscal year, the excess thereof may be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on applied, in the basis of the aggregate outstanding principal Borrower’s discretion, to any amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness payable pursuant to this Section 2.05(b)(i) in the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately following fiscal year.

Excess Cash Flow. In No later than 10 Business Days after the event that there shall earlier of (x) the date on which the financial statements of the Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are required to be Excess Cash Flow delivered and (y) the date on which the financial statements of the Borrower referred to in excess Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders, commencing with the financial statements of $2,500,000 the Borrower for any Fiscal Yearthe fiscal year ended December 31, 2017, the Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (an “Excess Cash Flow Prepayment Amount”) at least equal to 50% (provided that (i) such prepayment the percentage shall be 25% if, as of the last day of Excess Cash Flow for such fiscal year computed in accordance with the most recently ended Fiscal Year, table set forth below based on the Senior Consolidated Net Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day end of such Fiscal Year) shall be 1.80:1.00 or less and fiscal year (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Consolidated Net Secured Net Leverage Ratio as of the last day of to be calculated to give pro forma effect to any such Fiscal Year shall be 1.30:1.00 cash pay down or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans reduction made during such Fiscal Year fiscal year as contemplated by the immediately following proviso), with Internally Generated Cashsuch amount to be applied as set forth in Section 2.13(d) below; provided, that, if that at the time that option of Borrower, any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant voluntary prepayments of Term Loans and Revolving Loans (to the terms of extent the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be Revolving Commitments are permanently reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed by the amount of such Revolving Loan prepayment) made during such fiscal year (other than prepayments funded with the proceeds of incurrences of long-term funded Indebtedness) shall be credited against the Excess Cash Flow required Prepayment Amount for such fiscal year on a dollar-for-dollar basis: Greater than or equal to be allocated 3.0 to the Other Applicable ECF Indebtedness pursuant 1.00 50 % Less than 3.00 to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated 1.00 but greater than or equal to the Loans in accordance with the terms hereof); provided further, that 2.50 to the extent the holders of Other Applicable ECF Indebtedness decline 1.00 25 % Less than 2.50 to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.1.00 0 %

Excess Cash Flow. In Following the event that there shall be end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2024 (the “Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod”), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans (or cause to be prepaid) Term Loan Borrowings in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as the ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments fiscal year; provided that such amount shall be reduced dollar-for-dollar, at the option of the Borrower, by the aggregate amount (other than any amount applied to reduce the prepayment required under this paragraph in respect of any prior year) of: (i) voluntary prepayments of Term Loans made pursuant to Section 2.11(a) during such Fiscal Year fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) shall be limited to the actual amount of such cash prepayment), (ii) voluntary prepayments or repurchases of Credit Agreement Refinancing Indebtedness, Indebtedness under Incremental Facilities, Ratio Indebtedness or Incremental Equivalent Debt that are, in each case, secured by the Collateral on a pari passu basis with Internally Generated Cashthe Term B-1 Loans and Initial Revolving Loans (provided that (x) in the case of the prepayment of any revolving indebtedness, there is a corresponding permanent reduction in revolving commitments and (y) in the event of any repurchase of Indebtedness, such reduction shall be limited to the actual amount of such cash payment) during such fiscal year or after such fiscal year and prior to the time such prepayment is due, (iii) the amount of any reduction in the outstanding amount of any Term Loans, Credit Agreement Refinancing Indebtedness, Ratio Indebtedness or Incremental Equivalent Debt resulting from any assignment made in accordance with Sections 2.19(b), 2.24(c) and 9.02(d), of this Agreement (or any similar lender replacement provision under the Loan Documents or in the documents governing such other Indebtedness) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below, in an amount equal to the actual amount of cash paid in connection with the relevant assignment, (iv) (x) prepayments of Revolving Loans made pursuant to Section 2.11(a)(i) and (y) prepayments of any other revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the Initial Revolving Loans (but without regard to the control of remedies) (in each case of this clause (iv), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), during such fiscal year or after such fiscal year and prior to the time such prepayment is due, and (v) the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period during such fiscal year or after such fiscal year and prior to the time such prepayment is due, provided that in the case of the payments described in each of the foregoing clauses of this Section 2.11(c), only to the extent such payments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided, thatfurther, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such an Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required payment pursuant to this Section 2.10(e2.11(c) shall only be reduced accordingly (required with respect to amounts in excess of $20,000,000 for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of any Excess Cash Flow allocated Period (and only such excess amount shall be applied to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness payment thereof). Each prepayment pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds this paragraph shall be allocated to made on or before the Loans in accordance with the terms hereof); provided further, date that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within is ten Business Days after the date of such rejection) on which financial statements are required to be applied delivered pursuant to prepay Section 5.01 with respect to the Loans in accordance with the terms hereoffiscal year for which Excess Cash Flow is being calculated.

Excess Cash Flow. In For each Fiscal Year, commencing with the event that there Fiscal Year ending October 1, 2000, the Company shall be prepay the outstanding principal balance of this Note in an amount equal to fifty percent (50.0%) of the Excess Cash Flow (as such term is defined below) for such Fiscal Year. Such mandatory prepayment shall be due and payable by the Company to the Holder not later than January 15th of the following Fiscal Year (the date upon which such prepayment will be made being referred to herein as the "Excess Cash Flow Payment Due Date"). The next Excess Cash Flow Payment Due Date shall occur not later than January 15, 2003. Not later than two (2) Business Days prior to each Excess Cash Flow Payment Due Date, the Company shall deliver to the Holder an Excess Cash Flow Calculation Certificate, in excess substantially the form previously furnished by the Holder to the Company, signed by the Chief Financial Officer of $2,500,000 the Company, showing in reasonable detail the calculation of the amount of any Excess Cash Flow payment due on such Excess Cash Flow Payment Due Date. For purposes of this Section 5(b), the term "Excess Cash Flow" means, for any Fiscal Year, (i) EBITDA of the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of Company and its Subsidiaries for such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and minus (ii) no such prepayment shall be required by this clause the sum of (eA) if the foregoing Senior Secured Net Leverage Ratio as Cash Interest Expense; (B) payments of principal on any Indebtedness of the last day of such Fiscal Year shall be 1.30:1.00 or lessCompany and its Subsidiaries; (C) Capitalized Lease Obligations of the entire Excess Cash Flow for such Fiscal Year minus 100% Company or any of voluntary repayments of its Subsidiaries representing principal; (D) cash Taxes paid by the Loans made during such Fiscal Year with Internally Generated CashCompany and its Subsidiaries; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay (E) cash dividends or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amountdistributions, if any, paid by the Company or any of its Subsidiaries; (F) Capital Expenditures; and (G) all Tax Sharing Cash Payments, in each of clauses (A) through (G) for such net proceeds Fiscal Year. All mandatory prepayments provided for in this Section 5 shall be allocated paid at 100.0% of the principal amount required to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or be prepaid, and shall be accompanied by the declined amount shall promptly (payment of any accrued and in any event within ten Business Days after unpaid interest on, and other amounts owing under, this Note through the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofprepayment, all as provided for above.

Excess Cash Flow. In Within ten Business Days after financial statements have been delivered or should have been delivered pursuant to Section 6.01(a) and the event related Compliance Certificate has been delivered or should have been delivered pursuant to Section 6.02(a) commencing with the Fiscal Year ending December 31, 2014 (it being agreed and understood that there shall be Excess Cash Flow in excess of $2,500,000 for any the Fiscal YearYear ending December 31, 2014 shall be measured only for the Borrower shallperiod commencing on the Closing Date and ending on December 31, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year2014), Borrowers shall prepay the Loans in an aggregate principal amount of Loans equal to (x) 50% (of Excess Cash Flow for the Fiscal Year covered by such financial statements; provided that (i1) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Consolidated Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 1.30:1.00 less than 4.00 to 1.00 but greater than or less) equal to 3.50 to 1.00, Borrowers shall prepay an aggregate principal amount of the entire Loans equal to 25% of Excess Cash Flow for such Fiscal Year minus 100and (2) if the Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be less than 3.50 to 1.00, Borrowers shall prepay an aggregate principal amount of Loans equal to 0% of Excess Cash Flow for such Fiscal Year, less (y) the aggregate amount of voluntary repayments prepayments of the Term Loans (other than Discounted Voluntary Prepayments) and voluntary prepayments of the Revolving Loans (to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) made (i) during such Fiscal Year with Internally Generated Cash; provided, that, if at (other than any voluntary prepayments made during the time that any first 120 days of such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Fiscal Year to the terms extent such voluntary prepayments were credited in the calculation of the documentation governing such Indebtedness with all Excess Cash Flow prepayment for the prior Fiscal Year) or a portion (ii) within 120 days after the end of the Fiscal Year for which such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”is being calculated that are applied in the manner set forth in Section 2.06(b)(iv), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtednessin each case, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent not financed with proceeds from the holders incurrence of Other Applicable ECF long-term Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofother than Revolving Loans).

Excess Cash Flow. In Within five (5) Business Days after the event that there day on which financial statements are required to be delivered for the most recently ended fiscal year pursuant to Section 6.01(a), beginning with the Excess Cash Flow Period ending on December 31, 2016 (provided that, solely for such first Excess Cash Flow Period, Excess Cash Flow shall be equal the annual Excess Cash Flow in excess respect of $2,500,000 for any Fiscal Yearsuch Excess Cash Flow Period multiplied by the number of calendar days from the Closing Date to December 31, 2016 divided by 360), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year Excess Cash Flow Period, minus 100% (B) on a dollar-for-dollar basis the aggregate amount of all voluntary prepayments and repurchases during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but on or prior to such Excess Cash Flow payment date (and without counting such amounts against the Excess Cash Flow payment for the succeeding Excess Cash Flow Period) of principal of the Term Loans, the Incremental Term Loans, the Other Term Loans and the ABL Loans and, in each case that are not funded with the proceeds of equity or long-term indebtedness of the Borrower or its Restricted Subsidiaries and that are pari passu with the Term Loans in security and right of payment (and in the case of voluntary repayments prepayments of the ABL Loans (or other Consolidated Funded Indebtedness that is revolving in nature), only to the extent the related revolving commitments are permanently reduced and, in the case of prepayment or repurchases made during at a discount, only the amount of cash used for such Fiscal Year with Internally Generated Cashprepayment or repurchase). As used in this Section 2.08(b)(i), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided, that, provided that the Applicable ECF Percentage shall be (i) reduced to 25% if the Total Leverage Ratio at the time that end of any such prepayment would be requiredExcess Cash Flow Period is equal to or less than 2.00:1.00 and greater than 1.50:1.00 and (ii) reduced to 0% if the Total Leverage Ratio at the end of any such Excess Cash Flow Period is equal to or less than 1.50:1.00, in each case at the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofPeriod.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the event that there shall be Excess Cash Flow in excess Notes, at the end of $2,500,000 for any Fiscal Year, each fiscal year during the Borrower shall, term of the Loans and not later than the tenth Business Day following the date that is ninety one hundred twenty (120) days after the end of such Fiscal Yeareach fiscal year, prepay GPCC and GPO shall remit to the Loans in Agent for the account of the Banks an aggregate amount equal to 50% seventy-five percent (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less75%) of the entire their combined Excess Cash Flow for such Fiscal Year minus 100% calculated based upon the interim fiscal year-end financial statements of voluntary repayments of GPCC and GPO together (the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at “Excess Exhibit 10.1 Cash Flow Payment”). Notwithstanding the time that any such prepayment would be requiredforegoing, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such total Excess Cash Flow Payment required hereunder (such Senior Secured Debt and under the Credit Agreement by and among the Agent, GPO and the Banks (the “Ord Credit Agreement”)) shall not exceed in the aggregate Four Million and No/100 Dollars ($4,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”), and provided that immediately prior to the payment of each Excess Cash Flow Payment, or after giving effect thereto, no Default or Event of Default shall exist. If the payment of any Excess Cash Flow Payment would result in a Default or an Event of Default under this Agreement or under the Ord Credit Agreement, then the total Excess Cash Flow Payment required to be repaid paid for that year shall be reduced by an amount necessary to permit the maximum payment for each of GPCC and GPO, if any, that would not result in a Default or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Event of Default under their respective Credit Agreements with the Borrower may apply such Banks. Each Excess Cash Flow Payment made shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. Each Excess Cash Flow Payment shall be recalculated annually based upon audited fiscal year-end financial statements required by Section 5.01(c)(i) of this Agreement; and following such recalculation, GPCC and GPO shall, within thirty (30) days of Agent’s request, remit to the Agent for the benefit of the Banks, any additional amounts due under this Section 2.20, up to the Maximum Excess Cash Flow Payment amount for the applicable fiscal year. For clarity, if based on a pro rata basis recalculation of the Excess Cash Flow Payment it is determined that an overpayment has been made, no Excess Cash Flow Payment which has been made and applied to the prepayment reduction of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Term Loan may be reborrowed. No Excess Cash Flow allocated Payment shall constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. In addition, the Other Applicable ECF Indebtedness total Excess Cash Flow Payments required and made by GPO and GPCC shall not exceed Sixteen Million and No/100 Dollars ($16,000,000.00) over the amount term of such this Agreement. No Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Payments shall be allocated to required during any calendar year should the Loans in accordance with Tangible Owner’s Equity of both GPO and GPCC be greater than seventy percent (70%) at the terms hereof); provided further, that to end of the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately preceding fiscal year.

Excess Cash Flow. In Subject to the event terms of the Intercreditor Agreement, within ten Business Days after financial statements have been delivered or should have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered or should have been delivered pursuant to Section 6.02(a) commencing with the Fiscal Year ending December 31, 2014 (it being agreed and understood that there shall be Excess Cash Flow in excess of $2,500,000 for any the Fiscal YearYear ending December 31, 2014 shall be measured only for the Borrower shallperiod commencing on the Closing Date and ending on December 31, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year2014), Borrowers shall prepay the Loans in an aggregate principal amount of Loans equal to (x) 50% (of Excess Cash Flow for the Fiscal Year covered by such financial statements; provided that (i1) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Consolidated Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 1.30:1.00 less than 4.60 to 1.00 but greater than or less) equal to 4.03 to 1.00, Borrowers shall prepay an aggregate principal amount of the entire Loans equal to 25% of Excess Cash Flow for such Fiscal Year minus 100and (2) if the Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be less than 4.03 to 1.00, Borrowers shall prepay an aggregate principal amount of Loans equal to 0% of Excess Cash Flow for such Fiscal Year, less (y) the aggregate amount of voluntary repayments prepayments of the Term Loans (other than Discounted Voluntary Prepayments), the Term Loans (as defined in the Senior Loan Agreement) and the Revolving Loans (as defined in the Senior Loan Agreement) to the extent accompanied by a permanent reduction in the Revolving Credit Commitment (as defined in the Senior Loan Agreement), in each case, made (i) during such Fiscal Year with Internally Generated Cash; provided, that, if at (other than any voluntary prepayments made during the time that any first 120 days of such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Fiscal Year to the terms extent such voluntary prepayments were credited in the calculation of the documentation governing such Indebtedness with all Excess Cash Flow prepayment for the prior Fiscal Year) or a portion (ii) within 120 days after the end of the Fiscal Year for which such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”is being calculated that are applied in the manner set forth in Section 2.06(b)(iv), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtednessin each case, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent not financed with proceeds from the holders incurrence of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoflong-term Indebtedness.

Excess Cash Flow. In For any fiscal year of Borrower, the event amount by which Borrowers’ Consolidated EBITDA for such fiscal year exceeds Three Million Two Hundred Fifty Thousand Dollars ($3,250,000); provided, however, that there shall be (a) Excess Cash Flow in excess of shall never be less than $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less 0 and (iib) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% the fiscal year ending December 31, 2017 shall be calculated as provided above but then multiplied by a fraction, the numerator being the number of voluntary repayments of days between the Loans made during such Fiscal Year with Internally Generated Cash; providedClosing Date and December 31, 2017, inclusive, and the denominator being three hundred and sixty five (365). ​ Excluded Hedging Obligation - With respect to any Guarantor, any liability under an Hedging Agreement if, and to the extent that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of the guaranty of such Excess Cash Flow Guarantor of, or the grant by such Guarantor of a Lien to secure, such liability (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Future Trading Commission (or the application or official interpretation of any thereof) by virtue of such Senior Secured Debt required Guarantor’s failure for any reason to be repaid constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any valid “keepwell, support or repurchased other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s hedging liabilities by the Borrower) at the time the guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis hedging liability. Notwithstanding ​ ​ anything herein to the prepayment contrary and for the avoidance of doubt, any guaranty of the Loans Obligations and any grant of a Lien on and security interest in Collateral to secure the repayment or re-purchase of Other Applicable ECF IndebtednessObligations, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent provided or granted by any Guarantor that is not an “eligible contract participant” under the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased Commodity Exchange Act shall in no event guaranty or prepaid, the declined amount shall promptly (and in secure any event within ten Business Days after the date Excluded Hedging Obligations of such rejection) be applied to prepay the Loans in accordance with the terms hereof.Guarantor. ​

Excess Cash Flow. In (A) For each of the event that there shall be fiscal years of Borrower ending March 31, 2009, March 31, 2010, and March 31, 2011, Borrower shall, within the Excess Cash Flow Payment Period for such fiscal year, until the Term Loan shall have been paid in excess full, make a Mandatory Prepayment in an amount equal to (1) twenty-five percent (25%) of $2,500,000 the Excess Cash Flow (if any) for such fiscal year if the Leverage Ratio shall have been less than 2.50 to 1.00 for such fiscal year, and (2) fifty percent (50%) of the Excess Cash Flow (if any) for such fiscal year if the Leverage Ratio shall have been equal to or greater than 2.50 to 1.00 for such fiscal year. (B) Commencing with the fiscal year of Borrower ending March 31, 2012 and continuing each fiscal year of Borrower thereafter, if the Leverage Ratio is equal to or greater than 2.00 to 1.00 for any Fiscal Yearsuch fiscal year, the then Borrower shall, not later than within the tenth Business Day following Excess Cash Flow Payment Period for such fiscal year, until the date that is ninety days after the end of such Fiscal YearTerm Loan shall have been paid in full, prepay the Loans make a Mandatory Prepayment in an aggregate amount equal to 50% (provided that 1) twenty-five percent (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less%) of the entire Excess Cash Flow (if any) for such fiscal year if the Leverage Ratio shall have been equal to or greater than 2.00 but less than 2.50 to 1.00 for such fiscal year, and (2) fifty percent (50%) of the Excess Cash Flow (if any) for such fiscal year if the Leverage Ratio shall have been equal to or greater than 2.50 to 1.00 for such fiscal year. (C) Notwithstanding anything in subpart (A) or (B) hereof to the contrary, to the extent that Borrower makes a principal prepayment (from Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments the previous fiscal year) on the Term Loan during an Excess Cash Flow Payment Period in excess of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that amount required to be paid pursuant to this subpart (i) (any such prepayment would excess amount, a “Carryover Amount”), Borrower shall be requiredentitled to a one time application of such Carryover Amount to satisfy all, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such of, Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment Mandatory Prepayment requirements for any subsequent fiscal year of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofBorrower.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety Within 120 days after the end of such each Fiscal YearYear of the Borrower, Borrower shall prepay the Loans in an aggregate principal amount of Loans equal to 75% of Excess Cash Flow for the Fiscal Year covered by such financial statements beginning with the Fiscal Year ending December 31, 2016 (provided that the Excess Cash Flow for the Fiscal Year ending December 31, 2016 shall be calculated for the period from the Closing Date through December 31, 2016) less, without duplication of amounts deducted in any prior period, on a dollar-for-dollar basis an amount equal to 50% all voluntary prepayments of (x) the Term Loans and the First Lien Term Loans and (y) to the extent accompanied by a corresponding permanent reduction in the First Lien Revolving Credit Commitments, the First Lien Revolving Loans, in each case made during such preceding Fiscal Year; provided that (i) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Consolidated Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 1.30:1.00 3.00 to 1.00 or less) less as of the entire end of the most recent two consecutive Fiscal Quarters and no Default or Event of Default has occurred and is continuing, Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments and (ii) if the Consolidated Total Net Leverage Ratio (determined as of the Loans made during last day of such Fiscal Year by reference to the Compliance Certificate delivered together with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted financial statements delivered pursuant to Section 6.1 pursuant to the terms of the documentation governing 6.01(a) for such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(eFiscal Year) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis 2.50 to 1.00 or less as of the end of the most recent two consecutive Fiscal Quarters and no Default or Event of Default has occurred and is continuing, Borrower shall prepay an aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion equal to 25% of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of for such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofFiscal Year.

Excess Cash Flow. In Within ten Business Days after financial statements have been delivered or should have been delivered pursuant to Section 6.01(a) and the event that there related Compliance Certificate has been delivered or should have been delivered pursuant to Section 6.02(a) for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2017), Borrowers shall be prepay an aggregate principal amount of Loans equal to (x) 50% of Excess Cash Flow in excess of $2,500,000 for any the Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of Year covered by such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (financial statements; provided that (i1) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Consolidated Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be 1.30:1.00 less than or less) equal to 3.50 to 1.00 but greater than 3.00 to 1.00, Borrowers shall prepay an aggregate principal amount of the entire Loans equal to 25% of Excess Cash Flow for such Fiscal Year minus 100and (2) if the Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be less than or equal to 3.00 to 1.00, Borrowers shall prepay an aggregate principal amount of Loans equal to 0% of Excess Cash Flow for such Fiscal Year, less (y) the aggregate amount of voluntary repayments prepayments of the Term Loans (and in the case of any Discounted Voluntary Prepayments solely to the extent of the actual Cash amount paid by Borrowers in such Discounted Voluntary Prepayment) and voluntary prepayments of the Revolving Loans (to the extent accompanied by a permanent reduction in the Revolving Credit Commitment) made (i) during such Fiscal Year with Internally Generated Cash; provided, that, if at (other than any voluntary prepayments made during the time that any first 120 days of such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Fiscal Year to the terms extent such voluntary prepayments were credited in the calculation of the documentation governing such Indebtedness with all Excess Cash Flow prepayment for the prior Fiscal Year) or a portion (ii) within 120 days after the end of the Fiscal Year for which such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”is being calculated that are applied in the manner set forth in Section 2.06(b)(v), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtednessin each case, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent not financed with proceeds equity proceeds or from the holders incurrence of Other Applicable ECF long-term Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofother than Revolving Loans).

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the event that there shall be Excess Cash Flow in excess Notes, at the end of $2,500,000 for any Fiscal Year, each fiscal year during the Borrower shall, term of the Loans and not later than the tenth Business Day following the date that is ninety one hundred twenty (120) days after the end of such Fiscal Yeareach fiscal year, prepay GPO shall remit to the Loans in Agent for the account of the Banks, an aggregate amount equal to 50% seventy-five percent (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less75%) of Borrower’s Excess Cash Flow, calculated based upon Borrower’s interim fiscal year end financial statements (the entire “Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of Payment”); provided that the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such total Excess Cash Flow Payment required hereunder shall not exceed Four Million and No/100 Dollars (such Senior Secured Debt $4,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”); and provided that immediately prior to the payment of each Excess Cash Flow Payment, or after giving effect thereto, no Default or Event of Default shall exist. If the payment of any Excess Cash Flow Payment would result in a Default or an Event of Default under this Agreement, then that Excess Cash Flow Payment required to be repaid paid for that year shall be reduced by an amount necessary to permit a payment, if any, that would not result in a Default or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Event of Default under this Agreement. Each Excess Cash Flow Payment made shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. Each Excess Cash Flow Payment shall be recalculated annually based upon audited fiscal year-end financial statements required by Section 5.01(c)(i) of this Agreement; and following such recalculation, Borrower shall, within thirty (30) days of Agent’s request, remit to the Agent for the benefit of the Banks, any additional amounts due under this Section 2.20, up to the Maximum Excess Cash Flow Payment amount for the applicable fiscal year. For clarity, if based on a pro rata basis recalculation of the Excess Cash Flow Payment it is determined that an overpayment has been made, no Excess Cash Flow Payment which has been made and applied to the prepayment reduction of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Term Loan may be reborrowed. No Excess Cash Flow allocated Payment shall constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. In addition, the Other Applicable ECF Indebtedness total Excess Cash Flow Payments required and made under this Section 2.20 shall not exceed Sixteen Million and No/100 Dollars ($16,000,000.00) over the amount term of such this Agreement. No Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Payments shall be allocated to required during any calendar year should the Loans in accordance with Tangible Owner’s Equity of the terms hereof); provided further, that to Borrower be greater than seventy percent (70%) at the extent end of the holders immediately preceding fiscal year of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofBorrower.

Excess Cash Flow. In Within five Business Days after financial statements have been or are required to be delivered pursuant to Section 5.1(c) and the event that there shall related Compliance Certificate has been or is required to be Excess Cash Flow in excess of $2,500,000 for any Fiscal Yeardelivered pursuant to Section 5.1(a), the Borrower shall, not later than subject to clause (b)(v) of this Section 2.3, prepay an aggregate principal amount of Term B Loans equal to (A) 50% (such percentage as it may be reduced as described below, the tenth Business Day following “ECF Percentage”) of Excess Cash Flow, if any, for the date that is ninety days Fiscal Year covered by such financial statements (commencing with the first full Fiscal Year to occur after the Escrow Release Date) minus (B) the sum of (i) all voluntary prepayments of Term B Loans during such Fiscal Year (or, without duplication, after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference but prior to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion date of such Excess Cash Flow prepayment) pursuant to Section 2.3(a)(i) and Section 11.1(h) (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and it being understood that the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) any such payment constituting a below-par Permitted Loan Purchase shall be reduced accordingly (for purposes calculated to equal the amount of this proviso pro rata basis shall be determined on cash used and not the basis of the aggregate outstanding principal amount deemed prepaid therewith), (ii) all voluntary prepayments of Indebtedness secured on a pari passu basis with the Term B Loans and Other Applicable ECF Indebtedness at during such timeFiscal Year (or, with it being agreed that without duplication, after the portion end of Excess Cash Flow allocated such Fiscal Year, but prior to the Other Applicable ECF Indebtedness shall not exceed the amount date of such Excess Cash Flow required to be allocated to prepayment) and (iii) all voluntary prepayments of Revolving Credit Loans or loans under any other revolving credit facilities during such Fiscal Year (or, without duplication, after the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, end of such net proceeds shall be allocated Fiscal Year, but prior to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejectionExcess Cash Flow prepayment) to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments or commitments under any other revolving credit facilities in the case of each of the immediately preceding clauses (i), (ii) and (iii), to the extent such prepayments are funded with Internally Generated Cash Flow and without duplication of amounts deducted from Excess Cash Flow; provided, further, that (x) the ECF Percentage shall be applied 25% if the Consolidated Total Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than or equal to prepay 2.80 to 1.00 and greater than 2.30 to 1.00 and (y) the Loans in accordance with ECF Percentage shall be 0% if the terms hereofConsolidated Total Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than or equal to 2.30 to 1.00.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not Not later than the tenth Business Day following the date that is ninety 90 days after the end of such Fiscal Yeareach fiscal year of the Borrower commencing with Excess Cash Flow for the fiscal year ending on December 31, 1997, the Borrower shall prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the excess of (A) 50% of Excess Cash Flow for such fiscal year over (provided that (iB) the aggregate amount of prepayments of Facility A and Facility B Term Loans made during such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered fiscal year pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) 2.09, provided that no such prepayment shall be required by this clause (e) if to the foregoing Senior Secured Net extent that the Leverage Ratio as of at the last day of such Fiscal Year fiscal year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; providedless than 3.50 to 1. Such prepayment and reduction shall be effected as follows: first, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans Facility A and Facility B Term Loans, ratably in accordance with the respective then-outstanding aggregate principal amounts thereof (and, to the repayment or re-purchase of Other Applicable ECF Indebtedness, and extent such prepayment shall exceed the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the then outstanding aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated shall occur prior to the Other Applicable ECF Indebtedness Term Loan Commitment Termination Date, the Facility A and Facility B Term Loan Commitments shall not be concurrently reduced in an amount equal to the respective amounts of such required prepayments in respect of such Loans); second, to the reduction of the Revolving Credit Commitments (and to the extent that, after giving effect to such reduction, the aggregate principal or face amount of Revolving Credit Loans and Letter of Credit Liabilities would exceed the Revolving Credit Commitments, the Borrower shall, first, prepay Revolving Credit Loans and, second, provide cover for Letter of Credit Liabilities, in an aggregate amount equal to such excess (such cover for Letter of Credit Liabilities to be effected in the manner provided in paragraph (g) below). Each such prepayment of the Term Loans of any Class shall be applied ratably to each Sub-Series of the Loans of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans Class in accordance with the terms hereof); provided furtherrespective then-outstanding aggregate amounts of such Sub-Series, that and to the extent installments thereof in the holders inverse order of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofmaturity.

Excess Cash Flow. In Within five (5) Business Days after delivery of the event financial statements of Borrower for the relevant Test Period, to the extent that there shall be such financial statements demonstrate Excess Cash Flow in excess of $2,500,000 for any Fiscal Year(the “Monthly Excess Cash Flow”), Borrower shall allocate the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end applicable ECF Percentage of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Monthly Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to Term Loan (the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of “Lender Allocated ECF”). Any Monthly Excess Cash Flow allocated amounts shall be increased by any Excess ECF Adjustment from the immediately preceding Test Period. With respect to any Shortfall ECF Adjustment, Borrower shall promptly repay the Term Loan as set forth in Section 2.02(e) in an amount equal to the Other Applicable ECF Indebtedness shall not exceed Percentage (as in effect during the amount of such period in which the original Excess Cash Flow required was calculated) of such Shortfall ECF Adjustment. All Excess Cash Flow amounts that are not Lender Allocated ECF may be retained by Borrower (such amounts, the “Retained ECF”) and may be used by Borrower (i) to make Restricted Payments to Parent pursuant to Section 7.06(c) (and subsequently invested by Parent into Fit Pay pursuant to Section 7.02(f)) or (ii) for working capital and any other general corporate purposes. Each Lender shall have the option to require Borrower to elect to pay down its Term Loan with its Pro Rata Share of the Lender Allocated ECF by providing the Administrative Agent with written notice of its election (which the Administrative Agent shall promptly provide to Borrower), which notice must be allocated received by Borrower during the ECF Prepayment Election Period. To the extent that any Lender does not elect to receive a prepayment from its Pro Rata Share of the Lender Allocated ECF prior to the Other Applicable applicable expiration of the ECF Indebtedness pursuant to Prepayment Election Period, such amounts shall become Retained ECF. Until the terms thereofexpiration of the ECF Prepayment Election Period, and the remaining amount, if any, of such net proceeds all Lender Allocated ECF that has not been elected for prepayment shall be allocated to deposited into the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofLockbox Account.

Excess Cash Flow. In (a) Commencing with the event that fiscal year ending December 31, 2015, no later than ten Business Days after the date on which the financial statements with respect to such period are delivered or are required to be delivered pursuant to Section 10.1.2(a), each fiscal year for which there shall be is Excess Cash Flow in excess of $2,500,000 for any Fiscal YearFlow, the Borrower shallshall deliver to the Agent who, not later than in turn, shall furnish such offer to all of the tenth Business Day following the date that is ninety days after the end of such Fiscal YearLenders, an offer to prepay the Loans in an the aggregate principal amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedamount, the “Other Applicable ECF IndebtednessAmount”), then the Borrower may apply such Excess Cash Flow on a pro rata basis at an offer price in cash in an amount equal to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis 100% of the aggregate outstanding principal amount of such Loans, plus accrued and unpaid interest (if any) as of the Loans and Other Applicable date of such purchase (each such offer, an “ECF Indebtedness at such time, with it being agreed that the Offer”). (b) Each Lender may accept all or a portion of Excess Cash Flow allocated its Pro Rata share of any ECF Offer by providing an Acceptance Notice to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, Agent and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within Borrower no later than 5:00 p.m. ten Business Days after the date of such rejection) be applied to prepay delivery of the ECF Offer. Each Acceptance Notice delivered by a Lender shall specify the principal amount of the Loans to be purchased from such Lender; provided that (i) such amount shall not exceed such Lender’s Pro Rata share of the ECF Amount and (ii) if such Lender fails to specify any such amount, it shall be deemed to have requested its full Pro Rata share of such ECF Amount. If a Lender fails to deliver an Acceptance Notice to Agent within the time frame specified above, such failure will be deemed a full rejection of such ECF Offer. The Borrower shall purchase all Loans required to be purchased by it under this Section 5.4.2(b) no later than five Business Days after expiration of the time period for acceptance by the Lenders of the ECF Offer. Any Declined Amounts shall no longer be subject to this Section 5.4 and may be used by the Borrower in accordance with any way not prohibited by this Agreement. If the terms hereofaggregate principal amount of Loans requested to be repaid exceeds the aggregate amount to be repaid by the Borrower pursuant to this Section 5.4.2(b), Agent shall apply the amounts to be repaid by the Borrower to the Loans requested to be repaid on a pro rata basis based on the principal amount of such Loans.

Excess Cash Flow. In 1. net cash flow provided by (used in) operating activities for such period as reported on the event that there shall be Excess Cash Flow consolidated statements of cash flow of the Company and its Consolidated Subsidiaries for such period delivered under Section 5.01 of the Agreement $ Minus the sum of, in excess each case to the extent not otherwise reducing net cash flow provided by (used in) operating activities, without duplication: 2. scheduled principal payments and payments of $2,500,000 interest in each case made in cash on Indebtedness for borrowed money during such period (including for purposes hereof, sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto), in each case other than to the extent financed with equity proceeds, Equity Interests, asset sale proceeds, insurance proceeds or the proceeds of Indebtedness (excluding Indebtedness under any Fiscal Year, the Borrower shall, not later revolving credit facility) 3. optional prepayments of Indebtedness for borrowed money (other than the tenth Business Day following Loans) during such period in each case other than to the date extent financed with equity proceeds, Equity Interests, asset sale proceeds, insurance proceeds or the proceeds of Indebtedness (excluding Indebtedness under any revolving credit facility); provided that is ninety days after in the end case of any revolving Indebtedness such Fiscal Year, prepay repayment shall only be included in this clause (3) to the Loans extent that such repayment results in an a permanent reduction of the commitments thereunder, 4. the aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of all Capital Expenditures made by the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any Company and its Subsidiaries during such period by reference other than to the Compliance Certificate delivered extent financed with equity proceeds, Equity Interests, asset sale proceeds, insurance proceeds or the proceeds of Indebtedness (excluding Indebtedness under any revolving credit facility) and 5. other than to the extent financed with equity proceeds, Equity Interests, asset sale proceeds, insurance proceeds or the proceeds of Indebtedness (excluding Indebtedness under any revolving credit facility), cash sums expended for Investments pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as 6.05 of the last day of Agreement (other than with respect to any amount expended on such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if Investments through the foregoing Senior Secured Net Leverage Ratio as use of the last day of such Fiscal Year shall be 1.30:1.00 or lessAvailable Amount) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.period

Excess Cash Flow. In No later than fifteen (15) Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year of Holdings, commencing with the first full fiscal year ending after the Closing Date, in which an Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, not later than if and to the tenth Business Day following extent Excess Cash Flow for such Excess Cash Flow Period exceeds the date that is ninety days after the end greater of such Fiscal Year$11,400,000 and 10% of Consolidated EBITDA, prepay the make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% (provided that A) the Applicable ECF Percentage (i) such prepayment percentage which shall be 25% if, recalculated as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or lessset forth below) of the entire amount equal to (x) Excess Cash Flow for such Fiscal Year minus 100the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $11,400,000 and 10% of voluntary repayments Consolidated EBITDA floor referenced above) minus (y) $11,400,000 and 10% of Consolidated EBITDA minus (B) in each case, at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Revolving Loans made during such Fiscal Year or Incremental Revolving Loans, in each case secured on a pari passu basis with Internally Generated Cash; provided, that, if at the time that Secured Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such prepayment would be requiredIndebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof or Permitted Debt Exchange Notes issued in exchange therefor, in each case, to the Borrower extent secured on secured on a pari passu basis with the Secured Obligations or on a junior basis to the Secured Obligations) (but not on a junior basis to any such Indebtedness that is required itself secured on a junior basis to repay or repurchase or to offer to repurchase or repay Senior the Secured Debt permitted Obligations), in each case prepaid pursuant to Section 6.1 2.10(a), Section 2.16(b)(B) or Section 10.02(f)(i) or pursuant to the corresponding provisions of the documentation governing any such Permitted Incremental Equivalent Debt, Senior Secured Indebtedness, Junior Secured Indebtedness, Credit Agreement Refinancing Indebtedness in respect thereof or Permitted Debt Exchange Notes (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, to the extent any such prepayments exceed the amount drawn on the Closing Date, so long as accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) and (y) the amount of Indebtedness actually extinguished pursuant to any assignment made in accordance with Section 10.04(b)(viii) of this Agreement (to the extent such assignment was offered to all Lenders of the applicable Class) or the corresponding provisions of the documentation governing any Permitted Incremental Equivalent Debt, Incremental Facility, Senior Secured Indebtedness or Junior Secured Indebtedness, in each case secured on a pari passu basis with the Secured Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations) (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Refinancing or Debt Exchange Notes offered in exchange therefor, in each case, to the extent secured on a pari passu basis with the Secured Obligations or on a junior basis to the Secured Obligations (but not on a junior basis to any such Indebtedness that is itself secured on a junior basis to the Secured Obligations)) (in each case to the extent such assignment was offered to all lenders or holders of the applicable class thereof) during the applicable Excess Cash Flow Period (or, at the option of the Borrower, and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) (and the First Lien Leverage Ratio shall be recalculated for purposes of determining the Applicable ECF Percentage to give pro forma effect to all such voluntary prepayments, buybacks and redemptions), and in the case of all such prepayments, buybacks or redemptions, including prepayments or buybacks in connection with the replacement of a Lender hereunder, to the extent that such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow, intercompany Indebtedness and other than, without duplication, Indebtedness which has been repaid during such Excess Cash Flow Period) of Holdings or its Restricted Subsidiaries; and (z) the amount of any prepayments of Indebtedness (including, without limitation, the Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Revolving Loans and Incremental Revolving Loans) paid in cash and not deducted in the calculation of Excess Cash Flow pursuant to clause (a) of the definition thereof or credited pursuant to any “excess cash flow sweep”, “asset sale” or casualty sweep” prepayments under any Indebtedness (other than the Term Loans) (to the extent such prepayment is not prohibited pursuant to the terms of this Agreement), in each case, made during the documentation governing applicable Excess Cash Flow Period (or, at the option of the Borrower, and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) (and the First Lien Leverage Ratio shall be recalculated for purposes of determining the Applicable ECF Percentage to give pro forma effect to all such voluntary prepayments, buybacks and redemptions); (i) (x) Capital Expenditures, Capitalized Software Expenditures and/or acquisitions of intellectual property, in each case, made from sources other than the proceeds of long- term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow, intercompany Indebtedness and other than, without duplication, Indebtedness which has been repaid during such Excess Cash Flow Period) (excluding Capital Expenditures made in such Excess Cash Flow Period and subject to the second parenthetical of the following clause (y) with all respect to the immediately preceding Excess Cash Flow Period) that are paid in cash and (y) Capital Expenditures , Capitalized Software Expenditures and/or acquisitions of intellectual property, in each case, made from sources other than the proceeds of long- term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow, intercompany Indebtedness and other than, without duplication, Indebtedness which has been repaid during such Excess Cash Flow Period) that Holdings or a portion any of its Restricted Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make or otherwise reasonably expect to make but that are not made during such Excess Cash Flow Period (limited to those for which an agreement (or commitment or letter of intent) exists as of the end of such Excess Cash Flow (such Senior Secured Debt required Period or which are otherwise expected to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then made within the Borrower may apply such Excess Cash Flow on a pro rata basis to next four fiscal quarter period after the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount end of such Excess Cash Flow required Period); (ii) (x) the aggregate amount of consideration paid in cash during such Excess Cash Flow Period (limited to those for which an agreement (or commitment or letter of intent) exists as of the end of such Excess Cash Flow Period or which are otherwise expected to be allocated made within the next four fiscal quarter period after the end of such Excess Cash Flow Period) with respect to Permitted Acquisitions or other Investments made from sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the Other Applicable ECF extent intended to be repaid from operating cash flow, intercompany Indebtedness pursuant and other than, without duplication, Indebtedness which has been repaid during such Excess Cash Flow Period) (including, without limitation, any purchase of, or Investment in, intellectual property) any purchase price adjustments (including working capital adjustments), deferred purchase consideration, Earn-Out payments (and payments of seller notes converted from Earn- Outs), holdback amounts and indemnity payments with respect thereto) but excluding intercompany Investments and Investments in cash or Cash Equivalents, to the terms thereofextent paid in cash (or to be paid in cash) and (y) to the extent not deducted in determining Consolidated Net Income for such period, any amounts paid by Holdings and its Restricted Subsidiaries during such period that are reimbursable by the remaining amountseller, if anyor other unrelated third party, in connection with a Permitted Acquisition or other Investment permitted under Section 6.03(a), (b), (i), (l), (m), (r), (t), (v), (w), (x) (to the extent made in reliance on clause (a) of the definition of “Cumulative Amount”), (y), (bb), (cc), (ee) or (ff); and (iii) the aggregate amount of Dividends and other payments made paid in cash from sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) permitted by Section 6.06 (other than clauses (a), (f) (solely to the extent any such Dividend thereunder is made in reliance on clause (b) of the Cumulative Amount), (g) and (i) of Section 6.06) or 6.09(a) (other than clauses (A) (solely to the extent any such payment thereunder is made in reliance on clause (b) of the Cumulative Amount), (B), (D), (L) or (M)), in each case, during such Excess Cash Flow Period (or committed or otherwise reasonably expected to be paid in cash within the next four fiscal quarter period after the end of such net proceeds shall be allocated to Excess Cash Flow Period) (such payment, the Loans in accordance with the terms hereof“ECF Payment Amount”); provided provided, further, that (1) any amounts set forth in clauses (i) through (iii) above may be applied to any subsequent fiscal year(s) to the extent the holders aggregate of Other Applicable ECF Indebtedness decline such amounts exceeds the amount required to have such indebtedness repurchased or prepaidreduce to zero, with respect to any given fiscal year, the declined Excess Cash Flow payment otherwise required above (including after giving effect to the “de minimis” threshold above and carry-forwards of any such excess amounts from prior years) for such fiscal year and (2) the ECF Payment Amount shall be increased on a dollar-for-dollar basis by the amount shall promptly of any permitted Capital Expenditures, Capitalized Software Expenditures and/or acquisitions of intellectual property referred to in clause (and i) above or permitted payments in any event cash referred to above in clause (ii) or (iii) that are committed or reasonably expected to be made within ten Business Days the next four fiscal quarter period after the date end of any applicable Excess Cash Flow Period, to the extent not so made during such rejectionfour fiscal quarter period (in each case solely to the extent such amounts originally reduced the ECF Payment Amount pursuant to clause (i), (ii) be applied to prepay or (iii) above, as applicable), with such dollar-for-dollar increase occurring during the Loans Excess Cash Flow Period in accordance with the terms hereofwhich such applicable four fiscal quarter period referenced above expired without such cash payment being made.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amountThe excess, if any, of the sum, without duplication, of: $ (i) Consolidated Net Income for such fiscal year, $ (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, $ (iii) decreases in Consolidated Working Capital for such fiscal year, and $ (iv) the aggregate net proceeds shall be allocated to amount of non-cash loss on the Loans Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in accordance with the terms hereofordinary course of business); provided further, that to the extent deducted in arriving at such Consolidated Net Income $ over the holders sum, without duplication, of: $ (i) the amount of Other Applicable ECF all non-cash credits included in arriving at such Consolidated Net Income, $ (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures and permitted Investments (including Permitted Acquisitions) (excluding (x) the principal amount of Indebtedness decline (other than Revolving Loans) incurred to have finance such indebtedness repurchased expenditures (but including repayments of any such Indebtedness incurred during such period or any prior period to the extent such repaid amounts may not be reborrowed) and (y) any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), $ (iii) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries $ made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) increases in Consolidated Working Capital for such fiscal year, $ (v) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), $ (vi) Restricted Payments made by any Group Member in cash to a Person other than another Group Member, $ (vii) customary fees, expenses or charges paid in cash related to any permitted Investments (including Permitted Acquisitions) and Dispositions permitted under Section 8.5 of the Credit Agreement and $ (viii) any premium paid in cash during such period in connection with the prepayment, redemption, purchase, defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, redeemed, purchased, defeased or satisfied under the declined Credit Agreement. $ XXXXXX XXXXXXX SENIOR FUNDING, INC. as Administrative Agent under the Credit Agreement referred to below Attention: Re: Microsemi Corporation (the “Borrower”) Reference is made to the Credit Agreement, dated as of November 2, 2010 (as amended by Amendment No. 1 to the Credit Agreement, dated as of March 2, 2011, and as amended and restated by Amendment No. 2 to the Credit Agreement, dated as of October 13, 2011 and as further amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Xxxxxx Xxxxxxx & Co. LLC, as collateral agent, the Lenders from time to time party thereto and Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent. Capitalized terms used herein that are not defined herein shall have the meanings given to them in the Credit Agreement. The Borrower hereby gives you irrevocable notice, pursuant to Section 3.2 of the Credit Agreement of its request of a borrowing (the “Proposed Borrowing”) under the Credit Agreement and, in that connection, sets forth the following information: The date of the Proposed Borrowing is , (the “Funding Date”). The aggregate principal amount shall promptly of Revolving Loans is $ , of which $ consists of Base Rate Loans and $ consists of Eurodollar Loans having an initial Interest Period of months. The undersigned hereby certifies as to the following: (i) each of the representations and warranties set forth in Article 5 of the Credit Agreement and in any event within ten Business Days after the Loan Documents are true and correct in all material respects as if made on and as of the Funding Date, except to the extent such representations and warranties were made as of a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such specific date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the extensions of credit requested on the Funding Date. MICROSEMI CORPORATION By: Name: Title: Reference is made to the Credit Agreement, dated as of November 2, 2010 (as amended by Amendment No. 1 to the Credit Agreement, dated as of March 2, 2011, and as amended and restated by Amendment No. 2 to the Credit Agreement, dated as of October 13, 2011 and as further amended, amended and restated, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among Microsemi Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (in such rejectioncapacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) be applied and Xxxxxx Xxxxxxx & Co. LLC, as collateral agent. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to prepay them in the Credit Agreement. (the “Non-U.S. Lender”) is providing this certificate pursuant to subsection 4.10(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that: 1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by the Note(s) in accordance with respect of which it is providing this certificate. 2. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the terms hereofInternal Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further represents and warrants that: (a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; (b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements; (c) the Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and (d) the Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is Within ninety (90) days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Yeareach ---------------- Cash Flow Period, the Senior Secured Net Leverage Ratio Issuer shall (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(ca) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire calculate Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to Cash Flow Period and (b) make an offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms Redemption Percentage of the documentation governing such Indebtedness Unpaid Principal Amount of each Note as may be paid with all or a portion of such Excess Cash Flow (such Senior Secured Debt required the "EXCESS CASH FLOW OFFER"). Such repurchase will be applied to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then reduce the Borrower may apply such Excess Cash Flow Unpaid Principal Amount of each of the Notes of each Holder on a pro rata basis to basis. The purchase price shall equal the prepayment Redemption Percentage of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment Unpaid Principal Amount of the Loans that would have otherwise been required pursuant Notes to this Section 2.10(ebe purchased, together with accrued interest thereon to and including the Excess Cash Flow Purchase Date, as may be purchased with such Net Cash Proceeds. The date of the purchase (the "EXCESS CASH FLOW PURCHASE DATE") shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days no sooner than 20 nor later than 30 days after the date of the Excess Cash Flow Offer. Each Holder shall have the option to sell to the Issuer, and the Issuer hereby agrees to repurchase as provided herein, such rejection) of the Notes then owned by such Holder as may be applied purchased on the terms described herein. Such option may be exercised by each Holder by written notice to prepay the Loans Issuer given not later than 10 days prior to the Excess Cash Flow Purchase Date, specifying the aggregate principal amount of Notes which such Holder intends to sell to the Issuer. On or before the Excess Cash Flow Purchase Date, each Holder which has accepted the Issuer's offer to repurchase the Notes shall deliver to the Issuer the Notes to be repurchased hereunder on such date against payment by the Issuer in accordance full in immediately available funds of the purchase price therefor specified herein; provided that, notwithstanding its -------- exercise of the option herein provided, any such holder may at any time prior to the Excess Cash Flow Purchase Date waive in whole or in part, by written notice to the Issuer, its right to sell to the Issuer the Notes to be repurchased. On the Excess Cash Flow Purchase Date the Issuer shall pay to each such Holder in full in immediately available funds the purchase price for such holder's Notes specified herein. Promptly following the Excess Cash Flow Purchase Date, the Issuer shall deliver to each Holder electing to accept the Excess Cash Flow Offer a new Note equal in principal amount to any unpurchased portion of the Note surrendered by such Holder. To the extent the Excess Cash Flow Offer is not fully subscribed to by holders of the Notes, first such tendered Notes shall be paid for in full to the extent possible with the terms hereofavailable Net Cash Proceeds and then any remaining Excess Cash Flow may be retained by the Issuer or Subsidiary.

Excess Cash Flow. In Commencing with respect to the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shallYear ending [REDACTED – Time Period], not later than [REDACTED – Time Period] after the tenth Business Day following earlier of the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, on which the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant deliver financial statements with respect to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Period under Section 5.4(a) and the date on which the Borrower may apply actually delivers the financial statements required under Section 5.4(a) for such Excess Cash Flow on a pro rata basis to Period, the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Borrower shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of calculate Excess Cash Flow allocated for the relevant Excess Cash Flow Period (the “Excess Cash Flow Calculation Date”) and the Borrower shall prepay the Term Loans in an amount equal to (i) the Other Applicable ECF Indebtedness shall not exceed Required Percentage times the amount of such Excess Cash Flow, minus (ii) the amount of any voluntary prepayments of principal during such Excess Cash Flow required to be allocated Period or on or prior to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that Excess Cash Flow Calculation Date (to the extent not financed with (A) the holders proceeds of Other Applicable ECF the incurrence of Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after having a maturity of more than [REDACTED – Time Period] from the date of incurrence thereof or (B) the proceeds of Refinancing Loans or the proceeds of Refinancing Equivalent Debt, in each case, not previously deducted pursuant to this clause (ii) in any prior period, of (w) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such rejectionprepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment), (x) be applied Revolving Loans or Incremental Revolving Loans (in each case, to prepay the Loans extent commitments in accordance respect thereof are permanently reduced by the amount of such prepayments), (y) Refinancing Loans, Incremental Loans, Incremental Equivalent Debt and any other Indebtedness permitted under Section 6.1 that in each case is secured by the Collateral on a pari passu basis with the terms hereofObligations and (z) any Refinancing Indebtedness in respect of any of the foregoing that is secured by the same collateral, and with the same priority, as the Indebtedness being refinanced, in each case, permitted hereunder.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearfiscal year (commencing with the fiscal year ending December 31, 2017 for the portion of such fiscal year occurring after the Closing Date), Borrower shall, not no later than the tenth Business Day following the date that is ninety one hundred (100) days after the end of such Fiscal Yearfiscal year, prepay the Term Loans in an aggregate amount equal to 50(a) 75% of such Excess Cash Flow minus (b) without duplication of any amount subtracted in calculating such Excess Cash Flow, voluntary repayments of the Loans made with Internally Generated Cash (including repayments and repurchases of Term Loans pursuant to Sections 2.09 and 2.10 (with such reduction being equal to the amount of cash spent to make such repayment or repurchase (as opposed to the face amount of Term Loans so repurchased), but excluding repayments of Term Loans made with the cash proceeds of any Permitted Refinancing) made during such period or after such period and prior to the date such prepayment is due (except to the extent such repayments have reduced the prepayment required by this Section 5.06(b)(iv) for any prior period and provided that (i) any such repayments made after such period and prior to the date such prepayment percentage is due shall not be 25% deducted with respect to the Excess Cash Flow prepayment for any succeeding period); provided, that if, as of the last day of the most recently ended Fiscal Yearfiscal year, the Senior Secured Total Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c8.03(c) calculating the Senior Secured Total Net Leverage Ratio as of the last day of such Fiscal Yearfiscal year) shall be 1.80:1.00 (1) less than or less equal to 2.50:1.00 and greater than 1.50:1.00, the Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as without duplication of the last day of amount subtracted in calculating such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of Flow, voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; providedCash (including repayments and repurchases of Term Loans pursuant to Sections 2.09 and 2.10 (with such reduction being equal to the amount of cash spent to make such repayment or repurchase (as opposed to the face amount of Term Loans so repurchased), that, if at but excluding repayments of Term Loans made with the time cash proceeds of any Permitted Refinancing) made during such period or after such period and prior to the date such prepayment is due (except to the extent such repayments have reduced the prepayment required by this Section 5.06(b)(iv) for any prior period and provided that any such repayments made after such period and prior to the date such prepayment would is due shall not be requireddeducted with respect to the Excess Cash Flow prepayment for any succeeding period); and (2) less than or equal to 1.50:1.00, the Borrower is shall not be required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to make the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt prepayments otherwise required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofhereby.

Excess Cash Flow. In For each Fiscal Year, commencing with the event that there Fiscal Year ending October 1, 2000, the Company shall be prepay the outstanding principal balance of this Note in an amount equal to fifty percent (50.0%) of the Excess Cash Flow (as such term is defined below) for such Fiscal Year. Such mandatory prepayment shall be due and payable by the Company to the Holder not later than January 15th of the following Fiscal Year (the date upon which such prepayment will be made being referred to herein as the "Excess Cash Flow Payment Due Date"). The next Excess Cash Flow Payment Due Date shall occur not later than January 15, 2003. Not later than two (2) Business Days prior to each Excess Cash Flow Payment Due Date, the Company shall deliver to the Holder an Excess Cash Flow Calculation Certificate, in excess substantially the form previously furnished by the Holder to the Company, signed by the Chief Financial Officer of $2,500,000 the Company, showing in reasonable detail the calculation of the amount of any Excess Cash Flow payment due on such Excess Cash Flow Payment Due Date. For purposes of this Section 5(b), the term "Excess Cash Flow" means, for any Fiscal Year, (i) EBITDA of the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of Company and its Subsidiaries for such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and minus (ii) no such prepayment shall be required by this clause the sum of (eA) if the foregoing Senior Secured Net Leverage Ratio as Cash Interest Expense; (B) payments of principal on any Indebtedness of the last day of such Fiscal Year shall be 1.30:1.00 or lessCompany and its Subsidiaries; (C) Capital Lease Obligations of the entire Excess Cash Flow for such Fiscal Year minus 100% Company or any of voluntary repayments of its Subsidiaries representing principal; (D) cash Taxes paid by the Loans made during such Fiscal Year with Internally Generated CashCompany and its Subsidiaries; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay (E) cash dividends or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amountdistributions, if any, paid by the Company; (F) Capital Expenditures; and (G) all Tax Sharing Cash Payments, in each of clauses (A) through (G) for such net proceeds Fiscal Year. All mandatory prepayments provided for in this Section 5 shall be allocated paid at 100.0% of the principal amount required to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or be prepaid, and shall be accompanied by the declined amount shall promptly (payment of any accrued and in any event within ten Business Days after unpaid interest on, and other amounts owing under, this Note through the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofprepayment, all as provided for above.

Excess Cash Flow. In Within five days after the event that there shall be date on which the Parent Borrower is required to deliver the audited consolidated financial statements of Holdings pursuant to Section 6.01(a) for each fiscal year of Holdings (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the first full fiscal quarter of $2,500,000 for any Fiscal YearHoldings ended after the Closing Date, the Parent Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to 50% (provided that (iA) such prepayment the percentage shall be 25% if, as of the last day Excess Cash Flow for such fiscal year (or in the case of the most recently ended Fiscal Yearfiscal year in which the Closing Date occurs, the Senior Secured Net Leverage Ratio (determined for any portion of such period by reference to fiscal year commencing with the Compliance Certificate delivered pursuant to Section 5.1(cfirst full fiscal quarter after the Closing Date) calculating computed in accordance with the Senior Secured Net table set forth below based on the Total Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) shall be 1.80:1.00 the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.15(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.14(c) and to the extent not funded with proceeds from the incurrence of long-term indebtedness) during such fiscal year or less and (ii) no during the period after such prepayment shall be required by this clause (e) if fiscal year but prior to the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; Sweep Date (provided, thatthat such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid), if at with such amount to be applied as set forth in Section 2.15(d) below and (2) the time that aggregate amount of any such prepayment would be required, Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 Collateral ranking pari passu with the Liens securing the Obligations prepaid pursuant to the terms described in the immediately following paragraph (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with respect thereto have been permanently reduced), in the case of clause (B) during such fiscal year or during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid), with such amount to be applied as set forth in Section 2.15(d) below: Greater than 2.50 to 1.00 50% Less than or equal to 2.50 to 1.00 but greater than 1.50 to 1.00 25% Less than or equal to 1.50 to 1.00 0% Table of Contents The Parent Borrower may use a portion of the documentation Excess Cash Flow Prepayment Amount to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations to the extent any applicable document governing such Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness with all or a portion of such the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(ex) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required Prepayment Amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and with respect to be allocated which such a requirement to the Other Applicable ECF Indebtedness pursuant prepay or make an offer to the terms thereof, purchase exists and the remaining amount, if any, denominator of which is the sum of the outstanding principal amount of such net proceeds shall be allocated to Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt and the outstanding principal amount of Term Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofhereunder.

Excess Cash Flow. In Subject to the event that there terms of the Intercreditor Agreement, within five (5) Business Days after the annual financial statements are required to be delivered pursuant to Section 4.1(a) hereof, commencing with such annual financial statements for the Fiscal Year ending on December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017), the Issuer shall be deliver to each Purchaser a written calculation of Excess Cash Flow in excess of $2,500,000 the Credit Parties and their Subsidiaries for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, Year in the form of Exhibit 1.8(d) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Issuer and shall prepay the Term Loans in by an aggregate amount equal to 50% (provided that (i) 50% of such prepayment percentage shall be 25% if, as of Excess Cash Flow if the last day of the most recently ended Fiscal Year, the Senior Secured First Lien Net Leverage Ratio (determined for any such period by reference as calculated in the manner set forth on Exhibit 4.2(b) to the Compliance Certificate delivered pursuant to Section 5.1(cFirst Lien Credit Agreement) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and Year is greater than 2.75 to 1.00, (ii) no 25% of such prepayment shall be required by this clause (e) Excess Cash Flow, if the foregoing Senior Secured First Lien Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 is less than or lessequal to 2.75 to 1.00, but greater than 2.25 to 1.00 and (iii) 0% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the entire Excess Cash Flow for last day of such Fiscal Year minus 100% of voluntary repayments is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Issuer, the sum of (A) the aggregate amount of any voluntary prepayments of revolving loans (to the extent accompanied by a permanent reduction of the revolving loan commitments) under the First Lien Credit Agreement made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans and of the term loans under the First Lien Credit Agreement made during such Fiscal Year with Internally Generated Cash; provided(other than Discounted Buybacks (as such term is defined in the First Lien Credit Agreement on the Closing Restatement Effective Date)), thatfor application to the Term Loans, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant subject to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”1.8(g), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms provisions of Section 1.8(e) hereof); provided further, that in each case to the extent made during the holders applicable Fiscal Year to the extent not financed through the issuance of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased Stock or prepaid, Stock Equivalents or the declined amount incurrence of Indebtedness. Excess Cash Flow shall promptly (and be calculated in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans manner set forth in accordance with the terms hereofExhibit 1.8(d).

Excess Cash Flow. In addition to all other payments of principal and interest required under the event that there MLA, the Supplements and the Notes, at the end of the first fiscal quarter following the Conversion Date, and continuing each fiscal quarter thereafter until the Maturity Date, Borrower shall be remit to Lender, an amount equal to 100% of Borrower’s Excess Cash Flow in excess of $2,500,000 for any Fiscal YearFlow, the Borrower shallcalculated based upon that fiscal quarter’s interim financial statements, not later than the tenth Business Day following the date that is ninety on or before 45 days after the end of such Fiscal Yeareach fiscal quarter of Borrower (the “Excess Cash Flow Payment”), prepay provided however, that the Loans total Excess Cash Flow Payments required hereunder shall not exceed $5,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”). One hundred percent (100%) of the Excess Cash Flow Payment shall be applied to the reduction of the outstanding principal of the Term Loan. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-end financial statements required by Section 5.01(c)(i) of the MLA. Borrower shall within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section 11 in an amount not to exceed the Maximum Excess Cash Flow Payment. In the event the re-calculation determines that the Borrower has paid in excess of the required Excess Cash Flow Payment for the applicable period, Borrower shall be given a credit in the amount of the excess to be applied to the next quarterly Excess Cash Flow Payment due Lender. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under Section 2.10 of the MLA is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not apply if Tangible Owner’s Equity is greater than or equal to sixty-five percent (65%) but will be reinstated if Tangible Owner’s Equity falls below 65%, measured for any fiscal quarter. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of $25,000,000.00 during the term of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofMLA.

Excess Cash Flow. In For the event that there shall be fiscal year ended as of the Calculation Date, the amount of Excess Cash Flow of Holdings is $______________________. Consolidated EBITDA (see item 1 in excess Interest Coverage Ratio calculation above): $[___,___,___] minus, without duplication: plus, without duplication: (1) Holdings’ Debt Service for such fiscal year, $[___,___,___] ANNEX 1 to EXHIBIT C (2) any optional prepayment of $2,500,000 for Loans and the amount of any Fiscal Yearrelease of the Payer Deposit (as defined in the LC Procurement Agreement) pursuant to Section 3.04 of the LC Procurement Agreement resulting from an optional reduction in the “Maximum LC Amount” under Section 3.01 of the LC Procurement Agreement in each case, the Borrower shall, not later than the tenth Business Day following that results in a prepayment of Term B Loans during such fiscal year or prior to the date 100 days following such fiscal year so long as the amount of such prepayment or release of the Payer Deposit is not already reflected in Debt Service or otherwise deducted from Excess Cash Flow, $[___,___,___] (3) the aggregate Capital Expenditures made by Holdings during such fiscal year that is ninety days are paid in cash $[___,___,___] (4) Taxes paid in cash by Holdings and its Restricted Subsidiaries on a consolidated basis during such fiscal year or that will be paid within six months after the end close of such Fiscal Yearfiscal year (provided that any amount so deducted that will be paid after the close of such fiscal year shall not be deducted again in a subsequent fiscal year) and for which reserves have been established, prepay the Loans in including income tax expense $[___,___,___] (5) an aggregate amount equal to 50% any increase in Net Working Capital for such fiscal year $[___,___,___] (provided that 6) amounts paid in cash during such fiscal year on account of (i) such prepayment percentage shall be 25% if, items that were accounted for as noncash reductions of net income in determining the last day Consolidated Net Income of the most recently ended Fiscal Year, the Senior Secured Holdings or as noncash reductions in Consolidated Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as Income in determining Consolidated EBITDA of the last day of such Fiscal Year) shall be 1.80:1.00 or less Holdings in a prior fiscal year and (ii) no reserves or accruals established in purchase accounting $[___,___,___] (7) the amount related to items that were added to or not deducted from net income in calculating Consolidated Net Income of Holdings or were added to or not deducted from Consolidated Net Income of Holdings in calculating Consolidated EBITDA of Holdings to the extent such prepayment shall be required by this clause items represented a cash payment (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire which had not reduced Excess Cash Flow upon the accrual thereof in a prior fiscal year), or an accrual for a cash payment, by Holdings and its Restricted Subsidiaries or did not represent cash received by Holdings and its Restricted Subsidiaries, in each case on a consolidated basis during such fiscal year $[___,___,___] (8) amounts paid in cash with respect to an acquisition of assets (including through mergers, consolidations or otherwise) $[___,___,___] (9) amounts paid in cash with respect to Hedging Agreements $[___,___,___] (10) to the extent added to net income in determining Consolidated Net Income of Holdings or to Consolidated Net Income in determining Consolidated EBITDA of Holdings, the aggregate amount of all fees, costs and expenses (other than depreciation, depletion or amortization expense) incurred by Holdings or any Restricted Subsidiary in connection with the Transactions, the execution and delivery of the Term B Credit Agreement and the LC Procurement Agreement and each other agreement or document executed and delivered in connection therewith, and the borrowings and other transactions contemplated under the Term B Credit Agreement and/or the LC Procurement Agreement, including, without limitation, the LC Transactions and the Transactions (as defined in the Term B Credit Agreement), and any amendment or other modification of any such agreements $[___,___,___] [Changes to Schedule VI of the U.S. Security Agreement] $ __________ New York, New York FOR VALUE RECEIVED, Endeavour International Holding B.V., a besloten vennootschap organized under the laws of the Netherlands (“EIH”), and End Xxxxx LLC, a Delaware limited liability company and a wholly-owned subsidiary of EIH (“DE Borrower” and, together with EIH, the “Borrowers”, and each, a “Borrower”), hereby promise to pay, on a joint and several basis, to [___________________] or its successors and registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, on the Maturity Date (as defined in the Credit Agreement) the principal sum of $ __________ DOLLARS ($___________) or, if less, the unpaid principal amount of all Term Loans made by the Lender pursuant to the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement. The Borrowers also promise to pay interest on the unpaid principal amount of each Term Loan made by the Lender in like money at said office from the date hereof until paid at the rate and at the times provided in Section 2.06 of the Credit Agreement. This Note is one of the promissory notes referred to in Section 2.04(e) the Credit Agreement, dated as of January 24, 2014, among the Borrowers, Endeavour International Corporation, a Nevada corporation, as Holdings, the lenders party thereto from time to time (including the Lender), and Credit Suisse AG, as Administrative Agent and Collateral Agent for such Fiscal Year minus 100% of voluntary repayments Lenders (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and is entitled to the benefits of the Loans made during Credit Agreement and of the other Credit Documents. This Note is secured by the Collateral Documents. As provided in the Credit Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part. All capitalized terms used but not defined herein shall have the meanings given to such Fiscal Year term in the Credit Agreement. Interest payable under this shall be subject to the interest rate limitations set forth in Section 9.09 of the Credit Agreement. This Note may only be assigned by the Lender to any Person in compliance with Internally Generated Cash; providedSection 9.04 of the Credit Agreement. This Note shall be held in registered form, that, if at the time that any such prepayment would and transfers of this Note must be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted registered pursuant to Section 6.1 pursuant 9.04 of the Credit Agreement. The Borrowers may deem and treat the Person in whose name this Note is recorded on the register as the absolute owner of this Note for the purpose of receiving payment of, or on account of, the principal and interest due on this Note and for all other purposes, notwithstanding notice to the terms contrary. In case an Event of Default shall occur and be continuing, the documentation governing such Indebtedness with all or a portion principal of such Excess Cash Flow (such Senior Secured Debt required and accrued interest on this Note may be declared to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then due and payable in the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans manner and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); effect provided further, that to in the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofCredit Agreement.

Excess Cash Flow. In Commencing with the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearcalendar quarter ending December 31, the Borrower shall2018, not later than the tenth ten (10) Business Day following Days after the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal on which financial statements are required to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c6.2(a) calculating or (b), as the Senior Secured Net Leverage Ratio as case may be (the “Excess Cash Flow Application Date”), for each Excess Cash Flow Period, the Borrower shall prepay (or cause to be prepaid), in accordance with Section 4.3(e), Term Loans with a principal amount equal to the Applicable ECF Percentage; provided that, notwithstanding the foregoing, (i) for each of the last day Excess Cash Flow Periods ending December 31, 2018 and March 31, 2019, (A) the Excess Cash Flow Application Date shall be not later than February 15, 2019 and May 15, 2019, respectively, and (B) the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $5,000,000, (ii) for the Excess Cash Flow Period ending September 30, 2019, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $10,000,000, (iii) for the Excess Cash Flow Period ending June 30, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be greater than $2,500,000 (it being understood and agreed that amounts shall only be required to be so prepaid or caused to be prepaid for such Excess Cash Flow Period under this clause (iii) if Holdings, the Borrower or any of its Restricted Subsidiaries has incurred CARES Act Debt of at least $12,500,000 on or prior to the date on which such Fiscal Yearprepayment is due hereunder), (iv) for the Excess Cash Flow Period ending September 30, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $1,500,000, (v) for the Excess Cash Flow Period ending December 31, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $3,500,000, (vi) for the Excess Cash Flow Periods ending March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall be 1.80:1.00 or less waived and $0 will be due, and (iivii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as for each of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow Periods ending March 31, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023 the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall be not less than $5,000,000. If following delivery of the audited financial statements of Holdings for any Fiscal Year pursuant to Section 6.2(a), such audited financial statements show that the Applicable ECF Percentage for such Fiscal Year minus 100% of voluntary repayments of was greater than the Loans made during Applicable ECF Percentage calculated for such Fiscal Year with Internally Generated Cash; provided, that, if at based upon the time that any such prepayment would be required, unaudited quarterly financial statements delivered to the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted Agent and the Lenders pursuant to Section 6.1 pursuant to 6.2(b) (the terms of the documentation governing such Indebtedness with all or a portion amount of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchaseddiscrepancy, the “Other Applicable ECF IndebtednessTrue-up Amount”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to shall prepay the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided further, that Section 4.3(e) in an amount equal to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event True-up Amount within ten 3 Business Days after the date delivery of such rejection) be applied audited financial statements to prepay the Loans in accordance with Agent and the terms hereof.Lenders pursuant to Section 6.2(a),

Excess Cash Flow. In Following the event that there shall be end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 20232024 (the “Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod”), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans (or cause to be prepaid) Term Loan Borrowings in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as the ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments fiscal year; provided that such amount shall be reduced dollar-for-dollar, at the option of the Borrower, by the aggregate amount (other than any amount applied to reduce the prepayment required under this paragraph in respect of any prior year) of: (i) voluntary prepayments of Term Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 2.11(a) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) shall be limited to the terms of the documentation governing such Indebtedness with all or a portion actual amount of such Excess Cash Flow cash prepayment), (such Senior Secured ii) voluntary prepayments or repurchases of Credit Agreement Refinancing Indebtedness, Indebtedness under Incremental Facilities, Ratio Indebtedness or Incremental Equivalent Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedthat are, “Other Applicable ECF Indebtedness”)in each case, then secured by the Borrower may apply such Excess Cash Flow Collateral on a pro rata pari passu basis to with the Initial Term Loans and Initial Revolving Loans (provided that (x) in the case of the prepayment of any revolving indebtedness, there is a corresponding permanent reduction in revolving commitments and (y) in the Loans and event of any repurchase of Indebtedness, such reduction shall be limited to the repayment actual amount of such cash payment) during such fiscal year or re-purchase of Other Applicable ECF Indebtedness, after such fiscal year and prior to the time such prepayment is due, (iii) the amount of prepayment of any reduction in the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF any Term Loans, Credit Agreement Refinancing Indebtedness, Ratio Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans or Incremental Equivalent Debt resulting from any assignment made in accordance with Sections 2.19(b), 2.24(c) and 9.02(d), of this Agreement (or any similar lender replacement provision under the terms hereofLoan Documents or in the documents governing such other Indebtedness) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below, in an amount equal to the actual amount of cash paid in connection with the relevant assignment, (iv) (x) prepayments of Revolving Loans made pursuant to Section 2.11(a)(i) and (y) prepayments of any other revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the Initial Revolving Loans (but without regard to the control of remedies) (in each case of this clause (iv); provided further, that to the extent accompanied by a permanent reduction in the holders of Other Applicable ECF Indebtedness decline corresponding revolving commitments), during such fiscal year or after such fiscal year and prior to have the time such indebtedness repurchased or prepaidprepayment is due, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.and

Excess Cash Flow. In Following the event that there shall be end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2023 (the “Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod”), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans (or cause to be prepaid) Term Loan Borrowings in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as the ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments fiscal year; provided that such amount shall be reduced dollar-for-dollar, at the option of the Borrower, by the aggregate amount (other than any amount applied to reduce the prepayment required under this paragraph in respect of any prior year) of: (i) voluntary prepayments of Term Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 2.11(a) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) shall be limited to the terms of the documentation governing such Indebtedness with all or a portion actual amount of such Excess Cash Flow cash prepayment), (such Senior Secured ii) voluntary prepayments or repurchases of Credit Agreement Refinancing Indebtedness, Indebtedness under Incremental Facilities, Ratio Indebtedness or Incremental Equivalent Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedthat are, “Other Applicable ECF Indebtedness”)in each case, then secured by the Borrower may apply such Excess Cash Flow Collateral on a pro rata pari passu basis to with the Initial Revolving Loans (provided that (x) in the case of the prepayment of any revolving indebtedness, there is a corresponding permanent reduction in revolving commitments and (y) in the Loans and event of any repurchase of Indebtedness, such reduction shall be limited to the repayment actual amount of such cash payment) during such fiscal year or re-purchase of Other Applicable ECF Indebtedness, after such fiscal year and prior to the time such prepayment is due, (iii) the amount of prepayment of any reduction in the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF any Term Loans, Credit Agreement Refinancing Indebtedness, Ratio Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans or Incremental Equivalent Debt resulting from any assignment made in accordance with Sections 2.19(b), 2.24(c) and 9.02(d), of this Agreement (or any similar lender replacement provision under the terms hereofLoan Documents or in the documents governing such other Indebtedness) during such fiscal year or after such fiscal year and prior to the time such prepayment is due as provided below, in an amount equal to the actual amount of cash paid in connection with the relevant assignment, (iv) (x) prepayments of Revolving Loans made pursuant to Section 2.11(a)(i) and (y) prepayments of any other revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the Initial Revolving Loans (but without regard to the control of remedies) (in each case of this clause (iv); provided further, that to the extent accompanied by a permanent reduction in the holders of Other Applicable ECF Indebtedness decline corresponding revolving commitments), during such fiscal year or after such fiscal year and prior to have the time such indebtedness repurchased or prepaidprepayment is due, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.and

Excess Cash Flow. In Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to Section 6.01(a) and the event that there shall related Compliance Certificate has been delivered or is required to be Excess Cash Flow delivered pursuant to Section 6.02(a), in excess of $2,500,000 for any Fiscal Yeareach case, commencing with the first full fiscal year ending after the Fifth Amendment Effective Date, the Borrower shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Term Loans equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (1) all voluntary prepayments of Term Loans and other Pari Passu Lien Debt (including (x) those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase, (y) payments pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent any Term Loans or other Pari Passu Lien Debt is retired instead of assigned), and (z) prepayments of Loans and Participations held by, and termination of any unused Commitments held by, Defaulting Lenders and Disqualified Lenders)), (2) all voluntary payments and prepayments of Revolving Loans and any other revolving loans that are Pari Passu Lien Debt, in each case to the extent accompanied by a corresponding permanent reduction in commitments, (3) all voluntary prepayments of Junior Lien Debt, (4) all voluntary prepayments of Indebtedness secured by Liens on Excluded Assets, (5) all voluntary prepayments of Indebtedness of Restricted Subsidiaries that are not later than Subsidiary Guarantors, (6) to the tenth Business Day extent the Borrower elects not to have such amounts reduce Excess Cash Flow, the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period to the extent not financed with the proceeds of Funded Debt, (a) to the extent the Borrower elects not to have such amounts reduce Excess Cash Flow, the amount of Permitted Investments, including Acquisition Transactions (in each case, including costs and expenses related thereto), made during such period pursuant to Section 7.02 to the extent that such Permitted Investments were not financed with the proceeds of Funded Debt and (b) without duplication of amounts that reduced Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts, commitments, or binding purchase orders (to the extent not financed with the proceeds of Funded Debt, the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions), acquisitions of intellectual property to be consummated or Capital Expenditures that are committed to be made within the twelve month period following the date that is ninety days after the end of such Fiscal Yearperiod; provided that, prepay to the Loans in an extent the aggregate amount equal actually utilized to 50% finance such Permitted Acquisitions (provided or Investments similar to those made for Permitted Acquisitions), acquisitions of intellectual property or Capital Expenditures during any period is less than the Contract Consideration that (i) reduced Excess Cash Flow for the prior period, the amount of such prepayment percentage shortfall shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference added to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as calculation of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100period, and (8) to the extent the Borrower elects not to have such amounts reduce Excess Cash Flow, the amount of Restricted Payments actually paid (and permitted to be paid) during such period pursuant to Section 7.06 to the extent such Restricted Payments were not received by a Loan Party and not financed with the proceeds of Funded Debt, in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the proceeds of Funded Debt and (III) including, for the avoidance of doubt, assignments of such Indebtedness to the Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the amount paid in connection with such assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than the greater of (x) 20% of voluntary repayments Fifth Amendment Effective Date EBITDA and (y) 20% of TTM Consolidated Adjusted EBITDA and only amounts in excess of such minimum will be subject to the Loans made during such Fiscal Year with Internally Generated Cashrepayment provisions of this Section 2.07(b)(i); provided, that, provided further that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Pari Passu Lien Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(e2.07(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Excess Cash Flow. In On the event date that there is thirty (30) days after the earlier of (i) the date on which the Borrower's annual audited financial statements for any Fiscal Year, commencing with the fiscal year ending December 31, 2003 are delivered pursuant to Section 5.1(c) or (ii) the date on which such annual audited financial statements were required to be delivered for such Fiscal Year pursuant to such Section, the Borrower shall be prepay an aggregate principal amount of the Loans (and to the extent of any Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearthe outstanding principal amount of Loans, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans cash collateralize L/C Obligations in accordance with Section 2.5(k)) in an aggregate amount equal to fifty percent (50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less%) of the entire Excess Cash Flow for such Fiscal Year minus 100% Year. Any prepayment of voluntary repayments Loans under this Section 2.8(d) shall be applied in accordance with Section 2.10(b) and shall be accompanied by a certificate signed by the Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, in the event such Excess Cash Flow payment would cause the Cash On Hand of Borrower to be less than $1,000,000, as determined as of the Loans made during date upon which such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower Excess Cash Flow payment is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 be made pursuant to the terms of this Section 2.8, (the documentation governing "Cash Floor Limit"), then Borrower may defer payment of such Indebtedness with all or a portion of such Excess Cash Flow payment as is necessary to maintain the Cash Floor Limit, as provided in the following sentence. For so long as any portion of the Excess Cash Flow payment remains unpaid as provided in the preceding sentence, then on the last Business Day of each successive month, the Borrower shall pay the deferred portion (if any) of such Senior Secured Debt required Excess Cash Flow payment in full, except that if, after giving effect to such payment, the Borrower's Cash on Hand on the date of such payment would be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”)less than the Cash Floor Limit, then the Borrower may apply such Excess Cash Flow on a pro rata basis further defer to the prepayment next month payment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required payment as is necessary to be allocated to maintain the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofCash Floor Limit.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearWith respect to each ECF Period, the Borrower shall, not later than the tenth Business Day following on the date that is ninety fifteen (15) days after the end of such date on which the annual financial statements are required to be delivered pursuant to Section 6.01(a) for each Fiscal YearYear (commencing with the Fiscal Year ending 2023), the Borrower shall prepay the Term Loans in an aggregate amount equal to (x) fifty percent (50% %) (provided that (i) such prepayment percentage shall be 25% if, and if the Consolidated Total Net Leverage Ratio was less than 1.00 to 1.00 as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day end of such Fiscal Year shall be 1.30:1.00 or lessas reflected in and properly calculated by the Compliance Certificate for such Fiscal Year, reducing to twenty-five percent (25%)) of the entire Excess Cash Flow for such ECF Period, minus (y) the aggregate amount of any Term Loans prepaid pursuant to Section 2.05(a) to the extent paid during such ECF Period, and, at the option of the Borrower, during the period commencing with the first day of the immediately succeeding Fiscal Year minus 100% of voluntary repayments of and ending on the Loans made during such Fiscal Year Business Day immediately preceding the applicable Excess Cash Flow prepayment due date determined in accordance with Internally Generated Cashthis sentence; provided, that, if at the time provided that any such prepayment would be required, prepayments credited to a prior ECF Period shall not reduce the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such applicable Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amountprepayment, if any, required for the ECF Period in which such prepayments were made. Simultaneously with the delivery by the Loan Parties of the financial statements required to be delivered pursuant to Section 6.01(a) for each Fiscal Year (commencing with the Fiscal Year ending December 31, 2023), the Loan Parties shall deliver to the Administrative Agent a calculation of the Excess Cash Flow for such net proceeds ECF Period. Each prepayment with respect to Excess Cash Flow shall be allocated to accompanied by a certificate executed by a Responsible Officer certifying the Loans manner in accordance with which Excess Cash Flow and the terms hereof); provided furtherresulting prepayment were calculated, that to the extent the holders of Other Applicable ECF Indebtedness decline to have and such indebtedness repurchased or prepaid, the declined amount prepayment shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans as set forth in accordance with the terms hereofclause (vii) below.

Excess Cash Flow. In Within five (5) Business Days after the event that there day on which financial statements are required to be delivered for the most recently ended fiscal year pursuant to Section 6.01(a), beginning with the Excess Cash Flow Period ending on December 31, 2016 (provided that, solely for such first Excess Cash Flow Period, Excess Cash Flow shall be equal the annual Excess Cash Flow in excess respect of $2,500,000 for any Fiscal Yearsuch Excess Cash Flow Period multiplied by the number of calendar days from the Closing Date to December 31, 2016 divided by 360), the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, shall prepay the Loans in an aggregate amount equal to 50% (provided that (iA) such prepayment percentage shall be 25% if, as the Applicable ECF Percentage of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year Excess Cash Flow Period, minus 100% (B) on a dollar-for-dollar basis the aggregate amount of all voluntary repayments of the Loans made prepayments and repurchases during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedPeriod or, “Other Applicable ECF Indebtedness”)at the option of the Borrower, then the Borrower may apply after such Excess Cash Flow Period but on a pro rata basis or prior to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to payment date (and without counting such amounts against the Excess Cash Flow payment for the succeeding Excess Cash Flow Period) of principal of the Term Loans, the Incremental Term Loans, the Other Applicable ECF Indebtedness pursuant to the terms thereof, Term Loans and the remaining amountABL Loans and, if any, in each case that are not funded with the proceeds of such net proceeds shall be allocated to equity or long-term indebtedness of the Borrower or its Restricted Subsidiaries and that are pari passu with the Term Loans in accordance with security and right of payment (and in the terms hereofcase of voluntary prepayments of the ABL Loans (or other Consolidated Funded Indebtedness that is revolving in nature); provided further, that only to the extent the holders related revolving commitments are permanently reduced and, in the case of Other prepayment or repurchases made at a discount, only the amount of cash used for such prepayment or repurchase). As used in this Section 2.08(b)(i), the term “Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in Percentage” for any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.Excess Cash

Excess Cash Flow. In Commencing with the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearcalendar quarter ending December 31, the Borrower shall2018, not later than the tenth ten (10) Business Day following Days after the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal on which financial statements are required to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c6.2(a) calculating or (b), as the Senior Secured Net Leverage Ratio as case may be (the “Excess Cash Flow Application Date”), for each Excess Cash Flow Period, the Borrower shall prepay (or cause to be prepaid), in accordance with Section 4.3(e), Term Loans with a principal amount equal to the Applicable ECF Percentage; provided that, notwithstanding the foregoing, (i) for each of the last day of such Fiscal YearExcess Cash Flow Periods ending December 31, 2018 and March 31, 2019, (A) the Excess Cash Flow Application Date shall be not later than February 15, 2019 and May 15, 2019, respectively, and (B) the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be 1.80:1.00 or less and than $5,000,000, (ii) no such prepayment for the Excess Cash Flow Period ending September 30, 2019, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $10,000,000, (iii) for the Excess Cash Flow Period ending June 30, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be greater than $2,500,000 (it being understood and agreed that amounts shall only be required by to be so prepaid or caused to be prepaid for such Excess Cash Flow Period under this clause (eiii) if Holdings, the foregoing Senior Secured Net Leverage Ratio as Borrower or any of its Restricted Subsidiaries has incurred CARES Act Debt of at least $12,500,000 on or prior to the last day of date on which such Fiscal Year shall be 1.30:1.00 or lessprepayment is due hereunder), (iv) of for the entire Excess Cash Flow Period ending September 30, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $1,500,000, (v) for the Excess Cash Flow Period ending December 31, 2020, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not be less than $3,500,000, and (vi) for the Excess Cash Flow Periods ending March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the amount prepaid or caused to be prepaid by the Borrower pursuant to this Section 4.3(a) shall not in each case be less than $2,500,000. If following delivery of the audited financial statements of Holdings for any Fiscal Year pursuant to Section 6.2(a), such audited financial statements show that the Applicable ECF Percentage for such Fiscal Year minus 100% of voluntary repayments of was greater than the Loans made during Applicable ECF Percentage calculated for such Fiscal Year with Internally Generated Cash; provided, that, if at based upon the time that any such prepayment would be required, unaudited quarterly financial statements delivered to the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted Agent and the Lenders pursuant to Section 6.1 pursuant to 6.2(b) (the terms of the documentation governing such Indebtedness with all or a portion amount of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchaseddiscrepancy, the “Other Applicable ECF IndebtednessTrue-up Amount”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to shall prepay the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof); provided further, that Section 4.3(e) in an amount equal to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event True-up Amount within ten 3 Business Days after the date delivery of such rejection) be applied audited financial statements to prepay the Loans in accordance with Agent and the terms hereofLenders pursuant to Section 6.2(a).

Excess Cash Flow. In Not later than 120 days following the event that there shall be end of each fiscal year, the Company will make an offer to all Holders (the "Excess Cash Flow in excess Offer") to purchase the maximum principal amount of Notes that is an integral multiple of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 1,000 with 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for of the Company from such Fiscal Year minus fiscal year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 100% of voluntary repayments the principal amount of the Loans made during such Fiscal Year Notes to be purchased (the "Excess Cash Flow Purchase Price"), together with Internally Generated Cash; provided, thataccrued and unpaid interest and Liquidated Damages, if at any, thereon to the time that any such prepayment would be required, date fixed for the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted purchase of the Notes pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedOffer, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, Indenture. The Excess Cash Flow Offer will be required to remain open for 20 Business Days following its commencement. Upon the expiration of that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaidperiod, the declined amount shall Company promptly (and in any event case, within ten 3 Business Days after following such expiration) will apply the date Excess Cash Flow Offer Amount plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the purchase for the Excess Cash Purchase Price of all Notes validly tendered pursuant to the Excess Cash Flow Offer, plus accrued interest and Liquidated Damages, if any. If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount with respect thereto, the Company will purchase Notes or portions thereof tendered, pro rata or by such rejectionother method as may be required by law. If the aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company may use any remaining Excess Cash Flow Amount for any purposes not prohibited by the Indenture. The Company will not be required to make an Excess Cash Flow Offer to purchase Notes pursuant to this Section if the available cumulative Excess Cash Flow is less than $10,000,000; provided, that any such lesser amount of Excess Cash Flow (if positive) will be applied added to prepay the Loans Excess Cash Flow for each subsequent fiscal year until an Excess Cash Flow Offer is made. Any Excess Cash Flow Offer will be made in accordance compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the terms hereofprovisions of this Section, the Company's compliance with such laws and regulations shall not in and of itself cause a breach of the Company's obligations under such Section.

Excess Cash Flow. In Within five days after the event that there shall be date on which the Parent Borrower delivers or is required to deliver its audited consolidated financial statements pursuant to Section 6.01(a) for each fiscal year of the Parent Borrower (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the first full fiscal year of $2,500,000 for any Fiscal Yearthe Parent Borrower ended after the Closing Date, the Parent Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to 50% (provided that (iA) such prepayment the percentage shall be 25% if, as of the last day of Excess Cash Flow for such fiscal year computed in accordance with the most recently ended Fiscal Year, table set forth below based on the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net First Lien Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) shall be 1.80:1.00 the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.15(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.14(c) and to the extent not funded with proceeds from the incurrence of long-term indebtedness) during such fiscal year or less and (ii) no during the period after such prepayment shall be required by this clause (e) if fiscal year but prior to the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; Sweep Date (provided, thatthat such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid), if at with such amount to be applied as set forth in Section 2.15(d) below and (2) the time that aggregate amount of any such prepayment would be required, Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 Collateral ranking pari passu with the Liens securing the Obligations prepaid pursuant to the terms described in the immediately following paragraph (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the documentation governing extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with all respect thereto have been permanently reduced), in the case of clause (B) during such fiscal year or a portion of during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such Senior Secured Debt required amounts prepaid during the period after such fiscal year but prior to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to Sweep Date may not be deducted in calculating the prepayment of Excess Cash Flow Prepayment Amount for the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at fiscal year during which such timeamounts were actually prepaid), with it being agreed that the portion such amount to be applied as set forth in Section 2.15(d) below: First Lien Leverage Ratio Percentage of Excess Cash Flow allocated Greater than 3.50 to 1.00 50% Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00 25% Less than or equal to 3.00 to 1.00 0% The Parent Borrower may use a portion of the Excess Cash Flow Prepayment Amount to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations to the Other Applicable ECF extent any applicable document governing such Permitted Incremental Indebtedness shall and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness with the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (x) the amount of such Excess Cash Flow required Prepayment Amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and with respect to be allocated which such a requirement to the Other Applicable ECF Indebtedness pursuant prepay or make an offer to the terms thereof, purchase exists and the remaining amount, if any, denominator of which is the sum of the outstanding principal amount of such net proceeds shall be allocated to Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt and the outstanding principal amount of Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofhereunder.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not No later than the tenth Business Day following the date that is ninety 95 days after the end of such Fiscal Yeareach Excess Cash Flow Period, the Borrower shall prepay (or cause to be prepaid) the Term Loans in an aggregate amount equal to 50% (provided A) the Applicable ECF Percentage of Excess Cash Flow for such Excess Cash Flow Period minus (B) the aggregate amount of all voluntary prepayments of principal of the Loans that are not funded with the proceeds of long-term Indebtedness (i) which, in the case of Discounted Term Loan Prepayments, will be limited to the actual amount of cash paid to Lenders in connection with such prepayment percentage shall be 25% if(as opposed to the face amount of the Loans so prepaid)) (but, in the case of Incremental Revolving Loans or Refinancing Revolving Loans, only to the extent the Incremental Revolving Commitments or Refinancing Revolving Commitments, as applicable, are permanently reduced at the time of such prepayment of Incremental Revolving Loans or Refinancing Revolving Loans), if such voluntary prepayments are made (x) during such Excess Cash Flow Period and have not previously reduced the amount of any prepayment pursuant to this clause (ii) or, (y) at the election of the Borrower, after the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference Excess Cash Flow Period and prior to the Compliance Certificate delivered date of prepayment (with any prepayment pursuant to Section 5.1(c2.09(a)(ii) calculating being measured by the Senior Secured amount applied to such prepayment, rather than the amount by which the outstanding principal amount of the Term Loans is reduced thereby). As used in this Section 2.09(c)(ii), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided that, for any Excess Cash Flow Period, the Applicable ECF Percentage shall be reduced to (i) 25% if the First Lien Net Leverage Ratio as of the last day of and for such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period is less than or less equal to 0.85 : 1.00 but greater than 0.60 : 1.00 and (ii) no such prepayment shall be required by this clause (e) 0% if the foregoing Senior Secured First Lien Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow and for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required Period is less than or equal to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof0.60 : 1.00.

Excess Cash Flow. In Within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, commencing with the event that there shall delivery to Agent of the financial statements for Administrative Borrower’s fiscal year ended December 31, 2016 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to Section 5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, so long as, (A) for each day during the 30 calendar days prior to the making of such payment Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later Availability has been greater than the tenth Business Day following sum of (1) the date greater of 10% of the Maximum Credit Amount and $11,000,000 and (2) the amount of such payment and (B) after giving effect to such payment Excess Availability is greater than the greater of 10% of the Maximum Credit Amount and $11,000,000, Borrowers shall (A) if such financial statements demonstrate that is ninety days after the Leverage Ratio of Administrative Borrower and its Subsidiaries as of the end of such Fiscal Yearfiscal year was greater than or equal to 2.0:1.0, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to (1) 50% of the Excess Cash Flow of Administrative Borrower and its Subsidiaries for such fiscal year, minus (2) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of the Term Loan made by Borrowers during such fiscal year, minus (3) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of the Revolving Loans and Other Applicable ECF Indebtedness at made by Borrowers during such timefiscal, with it being agreed solely to the extent such prepayments are accompanied by a corresponding reduction in the Revolver Commitment; provided, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(vi) shall exclude the portion of Excess Cash Flow allocated that is attributable to the Other Applicable ECF Indebtedness target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition, and (B) if such financial statements demonstrate that the Leverage Ratio of Administrative Borrower and its Subsidiaries as of the end of such fiscal year was less than 2.0:1.0 (in the case of the fiscal year ending December 31, 2016) or 1.75:1.0 (in the case of each other fiscal year), as applicable, then no prepayment shall not exceed be required; provided, that in the case of the fiscal year ended December 31, 2016, Borrowers shall only be obligated to prepay the outstanding principal amount of such the Obligations in an amount equal to the applicable percentage of the Excess Cash Flow required to be allocated to of the Other Applicable ECF Indebtedness pursuant to Administrative Borrower and its Subsidiaries for the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance period commencing with the terms hereof); provided furtherClosing Date and ending on December 31, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof2016.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Within five Business Day following the date that is ninety days Days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate financial statements have been delivered pursuant to Section 5.1(c6.01(a) calculating and the Senior Secured Net Leverage Ratio as related Compliance Certificate has been delivered pursuant to Section 6.02(b) (such date, the “ECF Calculation Date”), for each Excess Cash Flow Period of the last day Borrower ending on or after December 31, 2015,2018, the Borrower shall prepay an aggregate principal amount of such Fiscal Year) shall be 1.80:1.00 or less and Loans equal to the excess (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or lessany) of (A) the entire ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period covered by such Fiscal Year financial statements minus 100% (B) the sum of voluntary repayments (1) the aggregate principal amount of the Term B Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted prepaid pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of 2.05(a)(i) during such Excess Cash Flow Period to the extent such prepayments are not funded with Indebtedness (such Senior Secured Debt required other than Revolving Credit Loans) plus (2) the aggregate amount of all optional prepayments of Revolving Credit Loans (solely to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply extent accompanied by permanent optional reductions in the Revolving Credit Commitment) during such Excess Cash Flow on a pro rata basis Period to the extent such prepayments are not funded with Indebtedness (other than Revolving Credit Loans) plus (3) the aggregate amount paid in cash by the Borrower and its Subsidiaries in connection with a prepayment of the Term B Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of during such Excess Cash Flow required to be allocated Period in accordance with Section 2.182.18, in each case of clauses (1), (2) and (3), to the Other Applicable ECF extent such prepayments are not funded with Indebtedness pursuant (other than Revolving Credit Loans) and were made (x) during the Excess Cash Flow Period or (y) after such Excess Cash Flow Period but prior to the terms thereofECF Calculation Date immediately following such Excess Cash Flow Period; provided that, to the extent any deduction is made in accordance with this clause (y) with respect to any prepayments made after any applicable Excess Cash Flow Period but prior to the applicable ECF Calculation Date, the amounts so deducted with respect to such Excess Cash Flow Period shall not be deducted in the Excess Cash Flow Period in which the applicable prepayments were made. All such prepayments under this clause (i) shall be applied as set forth in clauses (v) and (vii) below. Not later than the remaining applicable ECF Calculation Date, the Borrower will deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for the most recently ended Excess Cash Flow Period, any amount deducted in such net proceeds shall be allocated Excess Cash Flow Period pursuant to the Loans in accordance with the terms hereofclause (y) of this Section 2.05(b)(i); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (of any required prepayment in respect thereof and the calculation of Excess Cash Flow for such Excess Cash Period, in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans each case in accordance with the terms hereofreasonable detail.

Excess Cash Flow. In (a) If the event that there shall be Company and its Restricted Subsidiaries have Excess Cash Flow in excess of $2,500,000 for any Fiscal Yearsix-month period (provided that the first period shall commence from the Acquisition Closing Date), the Borrower shallthen, not later than the tenth Business Day following the date that is ninety within 65 days after the end of any such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Yearapplicable period, the Senior Secured Net Leverage Ratio Company will be required to redeem (determined for any such period by reference to an “Excess Cash Flow Redemption”) the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as maximum principal amount of the last day Notes that can be redeemed with 75% of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of period (the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of “Excess Cash Flow Redemption Amount”). The redemption price for such Excess Cash Flow Redemption shall be an amount in cash equal to 106% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, in accordance with the procedures set forth in this Indenture. (such Senior Secured Debt required b) With respect to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such each Excess Cash Flow Redemption, the Company shall be entitled to reduce the applicable Excess Cash Flow Redemption Amount with respect thereto by an amount equal to the sum of (x) the aggregate repurchase price paid for any Notes theretofore repurchased by the Company in the open market (and cancelled by the Company) to the extent that such open market purchase was offered to all holders of the Notes on a pro rata basis to and (y) the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required aggregate redemption price paid for any Notes theretofore redeemed pursuant to this one or more optional redemptions (other than any redemptions pursuant to Section 2.10(e3.07(a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on and Section 3.07(b)), in each case, during the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, period with it being agreed that the portion of Excess Cash Flow allocated respect to the Other Applicable ECF Indebtedness shall not exceed the amount of which such Excess Cash Flow required was being computed. (c) Notwithstanding the foregoing, the Company shall not be entitled to be allocated to reduce the Other Applicable ECF Indebtedness applicable Excess Cash Flow Redemption Amount by the aggregate repurchase price of any Notes theretofore repurchased by the Company pursuant to the terms thereofany Asset Sale Offers, and the remaining amountChange of Control Offers or Excess Cash Flow Redemptions during such period. (d) The Company shall comply, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent applicable, with the holders requirements of Other Applicable ECF Indebtedness decline Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the Notes as a result of an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.10 of this Indenture or this Section 4.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such indebtedness repurchased securities laws or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofregulations.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not No later than the tenth Business Day following the date that is ninety one hundred (100) days after the end of such Fiscal Yeareach Excess Cash Flow Period, the Borrower shall prepay (or cause to be prepaid) principal of the Term Loans in an aggregate amount equal to 50% (provided A) the Applicable ECF Percentage of Excess Cash Flow for such Excess Cash Flow Period minus (B) the aggregate amount of all voluntary prepayments or Discounted Term Loan Prepayments (with respect to Term Loans) of principal of the Term Loans, Incremental Term Loans and any Revolving Loans (but, in the case of Revolving Loans, only to the extent the Revolving Commitments are permanently reduced at the time of such payment of Revolving Loans), in each case that are funded with internally generated cash flow (i) which, in the case of Discounted Term Loan Prepayments, will be limited to the actual amount of cash paid to Lenders in connection with such prepayment percentage shall be 25% if(as opposed to the face amount of the Loans so prepaid)), as if such voluntary prepayments are made (x) during such Excess Cash Flow Period and have not previously reduced the amount of any prepayment pursuant to this clause (ii) or (y) at the election of the Borrower, after the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference Excess Cash Flow Period and prior to the Compliance Certificate delivered date of prepayment (with any prepayment pursuant to Section 5.1(c2.09(a)(ii) calculating being measured by the Senior Secured Net amount applied to such prepayment, rather than the amount by which the outstanding principal amount of the Term Loans is reduced thereby). As used in this Section 2.09(c)(ii), the term “Applicable ECF Percentage” for any Excess Cash Flow Period means 50%; provided that the Applicable ECF Percentage shall be reduced to (i) 25% if the First Lien Leverage Ratio as of the last day of and for such Fiscal Year) shall be 1.80:1.00 Excess Cash Flow Period is less than or less equal to 4.00 to 1.00 but greater than 3.00 to 1.00 and (iiiii) no such prepayment shall be required by this clause (e) 0% if the foregoing Senior Secured Net First Lien Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow and for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required Period is less than or equal to be repaid or repurchased or 3.00 to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof1.00.

Excess Cash Flow. In Within five (5) days after the event that there shall be date on which the Parent Borrower is required to deliver the audited consolidated financial statements of the Parent Borrower pursuant to Section 6.01(a) for each fiscal year of the Parent Borrower (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the fiscal year of $2,500,000 for any Fiscal Yearthe Parent Borrower ended December 31, 2018, the Parent Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to (A) 50% (of Excess Cash Flow; provided that (i) that, such prepayment percentage shall may be 25% if, as of reduced in accordance with the last day of table set forth below based on the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Total Net Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) shall be 1.80:1.00 or less the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.13(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.12(c) and to the extent not funded with proceeds from the incurrence of long-term Indebtedness) (iilimited in the case of any voluntary prepayments made pursuant to Section 2.13(a)(iv) no such prepayment shall be required by this clause (eand Section 10.06(h)(i)(y) if to the foregoing Senior Secured Net Leverage Ratio as discounted amount actually paid in respect of the last day principal amount of such Fiscal Year shall be 1.30:1.00 Term Loans (as opposed to the face amount so prepaid)) during such fiscal year or less) of during the entire period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided, that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such Fiscal Year minus 100% amounts were actually prepaid), with such amount to be applied as set forth in Section 2.13(d) below and (2) the aggregate amount of voluntary repayments any Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations voluntarily prepaid or repurchased (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with respect thereto have been permanently reduced and, in each case, not funded with the proceeds of long-term Indebtedness), in the case of clause (B) during such fiscal year or during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid) and, in the case of each of the Loans made during immediately preceding clauses (1) and (2), to the extent such Fiscal Year prepayments are funded with Internally Generated Cash; providedinternally generated cash, thatwith such amount to be applied as set forth in Section 2.13(d) below.[Reserved]. Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 25% Less than 2.00 to 1.00 0% The Parent Borrower may use a portion of the Excess Cash Flow Prepayment Amount to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations, if at to the time that extent any applicable document governing such prepayment would Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness (such Permitted Incremental Indebtedness or Permitted First Priority Refinancing Debt required to be requiredso prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), with the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (x) the amount of such Excess Cash Flow Prepayment Amount multiplied by (y) a fraction, the Borrower numerator of which is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms outstanding principal amount of the documentation governing such Other Applicable Indebtedness with all or a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness and the outstanding principal amount of Loans hereunder; provided that the portion of such Excess Cash Flow (such Senior Secured Debt required Prepayment Amount allocated to be repaid or repurchased or to be offered to be so repaid or repurchased, “the Other Applicable ECF Indebtedness”), then Indebtedness shall not exceed the Borrower may apply amount of such Excess Cash Flow on a pro rata basis Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow Prepayment Amount shall be allocated to the Loans in accordance with the terms hereof to the prepayment of the Loans and to the repayment repurchase or re-purchase prepayment of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e2.05(c)(iv) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such timeaccordingly; provided, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that to the extent the Lenders decline to have the Loans prepaid, such amount may be retained by the Parent Borrower and its Subsidiaries.

Excess Cash Flow. In Within five (5) days after the event that there shall be date on which the Parent Borrower is required to deliver the audited consolidated financial statements of the Parent Borrower pursuant to Section 6.01(a) for each fiscal year of the Parent Borrower (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the first full fiscal year of $2,500,000 for any Fiscal Yearthe Parent Borrower ended after the Closing Date, the Parent Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to (A) 50% (%; provided that (i) that, such prepayment percentage shall may be 25% if, as of reduced in accordance with the last day of table set forth below based on the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Total Net Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) shall be 1.80:1.00 the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.13(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.12(c) and to the extent not funded with proceeds from the incurrence of long-term Indebtedness) during such fiscal year or less and (ii) no during the period after such prepayment shall be required by this clause (e) if fiscal year but prior to the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; Sweep Date (provided, thatthat such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid), if at with such amount to be applied as set forth in Section 2.13(d) below and (2) the time that aggregate amount of any such prepayment would be required, Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 Collateral ranking pari passu with the Liens securing the Obligations prepaid pursuant to the terms described in the immediately following paragraph (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the documentation governing extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with all respect thereto have been permanently reduced and, in each case, not funded with the proceeds of long-term Indebtedness), in the case of clause (B) during such fiscal year or a portion of during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such Senior Secured Debt required amounts prepaid during the period after such fiscal year but prior to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to Sweep Date may not be deducted in calculating the prepayment of Excess Cash Flow Prepayment Amount for the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at fiscal year during which such timeamounts were actually prepaid), with it being agreed that the portion such amount to be applied as set forth in Section 2.13(d) below: Total Net Leverage Ratio Percentage of Excess Cash Flow allocated Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 25 % Less than 2.00 to 1.00 0 % The Parent Borrower may use a portion of the Excess Cash Flow Prepayment Amount to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations to the Other Applicable ECF extent any applicable document governing such Permitted Incremental Indebtedness shall and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness with the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (x) the amount of such Excess Cash Flow required Prepayment Amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and with respect to be allocated which such a requirement to the Other Applicable ECF Indebtedness pursuant prepay or make an offer to the terms thereof, purchase exists and the remaining amount, if any, denominator of which is the sum of the outstanding principal amount of such net proceeds shall be allocated to Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt and the outstanding principal amount of Term Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofhereunder.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall(a) On a semi-annual basis, not later than the tenth 30 days10 Business Day following the Days after each date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that on which (i) such prepayment percentage shall be 25% if, as of the last day of quarterly financial statements for the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less preceding fiscal quarter ending June 30 and (ii) no such prepayment shall the annual financial statements for the preceding fiscal year are required to be required by this delivered pursuant to clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less1) of covenant described under Section 4.03 hereof, commencing with the entire period from February 1, 2021 to June 30, 2021, the Issuers will make an offer to purchase Notes, which shall include, without limitation, a detailed calculation of Excess Cash Flow for the relevant Excess Cash Flow Period (each such Fiscal Year minus offer to purchase, an “Excess Cash Flow Offer”), having an aggregate principal amount equal to: (1) an amount equal to 100% of voluntary repayments Excess Cash Flow of the Loans made during Main Issuer and its Subsidiaries for the Excess Cash Flow Period then ended; multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Priority Lien Debt required to be repaid with such Fiscal Year with Internally Generated Cash; providedExcess Cash Flow, thatrounded down to the nearest $1,000. The purchase price for any Excess Cash Flow Offer will be 100% of the principal amount, plus accrued interest, if at the time that any such prepayment would be requiredany, to, but excluding, the Borrower date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) (the “Excess Cash Flow Payment”). If the Excess Cash Flow Offer is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the terms Excess Cash Flow Offer, the Main Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis (in the case of Global Notes, subject to the documentation governing such Indebtedness applicable procedures of DTC), with all or adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased. Any portion of such Excess Cash Flow remaining after consummation of the Excess Cash Flow Offer may be used for any purpose not otherwise prohibited by this Indenture. (b) Notwithstanding the foregoing, to the extent that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to the Excess Cash Flow Offer for such Senior Secured Excess Cash Flow Period and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is equal to or less than $60.0 million, the aggregate principal amount of Notes offered to be purchased inPriority Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply with such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Offer shall be reduced accordingly ratably solely (for purposes of this proviso pro rata basis shall be determined on the basis of outstanding aggregate principal amount of all such Priority Lien Debt outstanding at such time) solely to the aggregate outstanding extent necessary so that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to such Excess Cash Flow Offer and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is greater than $60.0 million. (c) Notwithstanding the foregoing, to the extent that (i) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) of a Foreign Subsidiary to the Main Issuer is prohibited or delayed by applicable local law or (ii) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) by a Foreign Subsidiary to the Main Issuer could result in material adverse tax consequences, as reasonably determined by the Main Issuer in good faith, such net cash provided by/used in operating activities (as determined in accordance with GAAP) so affected will not be required to be applied in the calculation of Excess Cash Flow for the relevant Excess Cash Flow Period in compliance with this covenant; provided that within 365 days of the receipt of such net cash provided by/used in operating activities (as determined in accordance with GAAP), the Main Issuer shall use commercially reasonable efforts, including entering into one or more intercompany loans, to permit repatriation of the amounts that would otherwise be subject to this covenant without violating local law or incurring material adverse tax consequences, and, if; provided, further, that such Foreign Subsidiary shall segregate and hold in trust such net cash, and such funds shall not be used for working capital or any other purpose other than to upstream such funds to make the required payment under this Section 4.16 until such material tax consequences no longer exist. If such amounts may be repatriated, within such 365 day period, such proceeds shall be required to be applied in compliance with this covenant. (d) Within the timeframe noted in (a) above, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), to each Holder a written offer, which shall govern the terms of the Excess Cash Flow Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Issuers and their Subsidiaries that the Issuers in good faith believe will enable the Holders to make an informed decision with respect to the Excess Cash Flow Offer, the offer shall also state, among other things: (1) that an Excess Cash Flow Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment, subject to pro rata reduction as set forth in Section 4.16(a); (2) the principal amount of Notes subject to the Excess Cash Flow Offer, the Excess Cash Flow Payment and the expiration date of the Excess Cash Flow Offer, which will be no earlier than 30 days and no later than 60 days after the date such written notice to the Holders and the Trustee is sent and a settlement date for purchase (the “Excess Cash Flow Payment Date”) not more than five Business Days after the expiration date; (3) that any Note accepted for payment pursuant to the Excess Cash Flow Offer (and duly paid for on the Excess Cash Flow Payment Date) shall cease to accrue interest after the Excess Cash Flow Payment Date; (4) that any Notes (or portions thereof) not validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Note purchased pursuant to any Excess Cash Flow Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Excess Cash Flow Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Excess Cash Flow Offer, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Loans Note the Holder delivered for purchase and Other Applicable ECF Indebtedness at a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the instructions and any other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Excess Cash Flow Offer. (e) On or before the Excess Cash Flow Payment Date, the Issuers shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer. Promptly after such acceptance, on the Excess Cash Flow Payment Date, the Issuers will: (1) deposit by 11:00 a.m., New York City time, with it being agreed that the portion of Paying Agent or Depositary an amount equal to the Excess Cash Flow allocated Payment in respect of all Notes or portions thereof so tendered; and (2) deliver or cause to be delivered to the Other Applicable ECF Indebtedness shall not exceed Trustee for cancellation the Notes so accepted together with an Officer’s Certificate of the Main Issuer stating the aggregate principal amount of such Notes or portions thereof being purchased by the Issuers. (f) On the Excess Cash Flow required Payment Date, the Paying Agent shall mail or electronically send to be allocated to each Holder of Notes accepted for payment the Other Applicable ECF Indebtedness pursuant to Excess Cash Flow Payment for such Notes (or, if all the terms thereofNotes are then issued in the form of Global Notes, make such payment through the facilities of the Depositary), and the remaining amountIssuers shall promptly issue a new Note, if anyand the Trustee, upon receipt of an Issuers Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) to each Holder such net proceeds new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be allocated in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Loans in accordance Excess Cash Flow Payment Date. (g) The Issuers will comply with the terms hereof); provided further, that requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of Notes pursuant to an Excess Cash Flow Offer pursuant to this covenant. To the holders extent that the provisions of Other Applicable ECF Indebtedness decline any securities laws or regulations conflict with the Excess Cash Flow provisions in this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have such indebtedness repurchased or prepaid, breached its obligations under the declined amount shall promptly (and in any event within ten Business Days after the date Excess Cash Flow provisions of this Indenture by virtue of such rejection) be applied to prepay the Loans in accordance with the terms hereofcompliance.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess For each fiscal year of $2,500,000 for any Fiscal Year, the Borrower shallending December 31, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year2011 or December 31, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as 2012 and for each fiscal quarter of the last day of the most recently ended Fiscal YearBorrower ending March 31, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate 2013 or later, no more than five Business Days after financial statements have been delivered pursuant to Section 5.1(c6.01(a) calculating or 6.01(b), as applicable, and the Senior Secured Net related Compliance Certificate has been delivered pursuant to Section 6.02(b) for such fiscal period (such five Business Day period including, for the avoidance of doubt, the final Business Day thereof being referred to herein as the “ECF Prepayment Period”), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) (x) if the Consolidated Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 fiscal period is greater than or less equal to 4.50 to 1.00, 75% of Excess Cash Flow for such fiscal period and (ii) no such prepayment shall be required by this clause (ey) if the foregoing Senior Secured Net Consolidated Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) fiscal period is less than 4.50 to 1.00, 50% of the entire Excess Cash Flow for such Fiscal Year minus 100% fiscal period over (B) the sum of voluntary repayments (1) the aggregate principal amount of the Term Loans made prepaid during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted fiscal period pursuant to Section 6.1 pursuant to 2.05(a)(i) other than prepayments funded with the terms proceeds of Indebtedness with a maturity of twelve months or longer from the documentation governing date of incurrence of such Indebtedness with all or a portion of such Excess Cash Flow plus (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e2) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable initial Unsecured Term Loan Facility prepaid, purchased, redeemed, exchanged or redeemed (x) during such fiscal period or (y) during the ECF Indebtedness at Prepayment Period in the case of any mandatory prepayment made in respect of excess cash flow under the initial Unsecured Term Loan Facility calculated with respect to such timefiscal period (without double counting), with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that each case solely to the extent allowed pursuant to Section 7.15(k), other than prepayments funded with the holders proceeds of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased with a maturity of twelve months or prepaid, the declined amount shall promptly (and in any event within ten Business Days after longer from the date of incurrence of such rejection) be applied to prepay the Loans in accordance with the terms hereofIndebtedness.”

Excess Cash Flow. In No later than five Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year in which the last day of an Excess Cash Flow in excess of $2,500,000 for Period occurs are or are required to be delivered pursuant to Section 5.04(a) (without giving effect to any Fiscal Yeargrace period applicable thereto), the Borrower shall, not later than shall make prepayments of the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to 50% (the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then most recently ended; provided that so long as (i) such prepayment percentage no Default or Event of Default shall be 25% if, as of then exist or would arise therefrom and (ii) the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured First Lien Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100Period is not greater than 4.25:1.00, up to 50% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans shall not be required to be so applied on such date to the extent that on or prior to such date, the Borrower shall have delivered an officer’s certificate of a Financial Officer to the Administrative Agent stating that the Borrower and/or its Restricted Subsidiaries reasonably intend to reinvest such amount of Excess Cash Flow (without duplication to any amounts specified for such Excess Cash Flow Period pursuant to clause (b)(x) of the definition of Excess Cash Flow), within 12 months following the last day of the most recently ended Excess Cash Flow Period, in accordance with Capital Expenditures permitted hereunder or Investments permitted to be made under Section 6.03 in Restricted Subsidiaries for purposes of the terms hereofmaking of Capital Expenditures (which officer’s certificate shall set forth in reasonable detail the estimates of the excess cash flow intended to be reinvested).

Excess Cash Flow. In Within five (5) days after the event that there shall be date on which the Parent Borrower is required to deliver the audited consolidated financial statements of the Parent Borrower pursuant to Section 6.01(a) for each fiscal year of the Parent Borrower (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the first fiscal year of $2,500,000 the Parent Borrower ended after the Closing Date (applied pro rata for any Fiscal Year, the Borrower shall, not later than period from the tenth Business Day following Closing Date (after giving effect to the date that is ninety days after Transactions) to the end of such Fiscal Yearthe first fiscal year ending after the Closing Date), the Parent Borrower shall prepay the principal of the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to 50(A) 75% (of Excess Cash Flow; provided that (i) that, such prepayment percentage shall may be 25% if, as of reduced in accordance with the last day of table set forth below based on the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Total Net Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) shall be 1.80:1.00 or less the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.13(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.12(c) and to the extent not funded with proceeds from the incurrence of long-term Indebtedness) (iilimited in the case of any voluntary prepayments made pursuant to Section 2.13(a)(iv) no such prepayment shall be required by this clause (eand Section 10.06(h)(i)(y) if to the foregoing Senior Secured Net Leverage Ratio as discounted amount actually paid in respect of the last day principal amount of such Fiscal Year shall be 1.30:1.00 Term Loans (as opposed to the face amount so prepaid)) during such fiscal year or less) of during the entire period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided, that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such Fiscal Year minus 100% amounts were actually prepaid), with such amount to be applied as set forth in Section 2.13(d) below and (2) the aggregate amount of voluntary repayments any Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations voluntarily prepaid or repurchased (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with respect thereto have been permanently reduced and, in each case, not funded with the proceeds of long-term Indebtedness), in the case of clause (B) during such fiscal year or during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for the fiscal year during which such amounts were actually prepaid) and, in the case of each of the Loans made during immediately preceding clauses (1) and (2), to the extent such Fiscal Year prepayments are funded with Internally Generated Cash; providedinternally generated cash, thatwith such amount to be applied as set forth in Section 2.13(d) below. Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 50% Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00 25% Less than 1.50 to 1.00 0% The Parent Borrower may use a portion of the Excess Cash Flow Prepayment Amount to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations, if at to the time that extent any applicable document governing such prepayment would Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness (such Permitted Incremental Indebtedness or Permitted First Priority Refinancing Debt required to be requiredso prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), with the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (x) the amount of such Excess Cash Flow Prepayment Amount multiplied by (y) a fraction, the Borrower numerator of which is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms outstanding principal amount of the documentation governing such Other Applicable Indebtedness with all or a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness and the outstanding principal amount of Loans hereunder; provided that the portion of such Excess Cash Flow (such Senior Secured Debt required Prepayment Amount allocated to be repaid or repurchased or to be offered to be so repaid or repurchased, “the Other Applicable ECF Indebtedness”), then Indebtedness shall not exceed the Borrower may apply amount of such Excess Cash Flow on a pro rata basis Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow Prepayment Amount shall be allocated to the Loans in accordance with the terms hereof to the prepayment of the Loans and to the repayment repurchase or re-purchase prepayment of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e2.05(c)(iv) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such timeaccordingly; provided, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that to the extent the Lenders decline to have the Loans prepaid, such amount may be retained by the Parent Borrower and its Subsidiaries.

Excess Cash Flow. In After the event that there end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2016), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), the Borrower shall be make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the Applicable Excess Cash Flow Percentage times Excess Cash Flow, if any, for such Fiscal Year minus (B) the aggregate amount of all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in excess the Revolving Credit Commitment) and all optional prepayments of $2,500,000 any Term Loan during such Fiscal Year, in each case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA. For the purpose hereof, “Applicable Excess Cash Flow Percentage” means, for any Fiscal Year, (a) 75% if the Borrower shall, not later than the tenth Business Day following the date that is ninety days after Consolidated Total Leverage Ratio as of the end of such Fiscal Year, prepay the Loans in an aggregate amount Year is greater than or equal to 3.00 to 1.00, (b) 50% (provided that (i) such prepayment percentage shall be 25% if, as of if the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Consolidated Total Leverage Ratio as of the last day end of such Fiscal Year) shall be 1.80:1.00 Year is less than 3.00 to 1.00 but greater than or less equal to 2.50 to 1.00, and (iic) no such prepayment shall be required by this clause (e) 0% if the foregoing Senior Secured Net Consolidated Total Leverage Ratio as of the last day end of such Fiscal Year is less than 2.50 to 1.00 (it being acknowledged and agreed that if such Consolidated Total Leverage Ratio is as described in this clause (c), the Borrower shall be 1.30:1.00 or less) of the entire not have to provide any calculation for Excess Cash Flow for such Fiscal Year minus 100% period). Confidential Portions of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted this Exhibit marked as [***] have been omitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans request for confidential treatment and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance filed separately with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Securities and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofExchange Commission.

Excess Cash Flow. In (a) If the event that there shall be Company has Excess Cash Flow in excess for the period commencing on the Date of $2,500,000 Closing and ending December 31, 2002 or for any Fiscal YearYear thereafter, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in Company shall apply an aggregate amount equal to 5075% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such period or Fiscal Year minus Year: (1) first, to make an offer to the holders of the Notes to purchase Notes pursuant to and subject to the conditions contained in this Agreement (an "Excess Cash Flow Offer"); (2) second, to the extent of the balance of such percentage of Excess Cash Flow after application in accordance with subsection (1) above, to make an offer to the holders of the Preferred Stock to purchase their shares of Series A Preferred Stock pursuant to and subject to the conditions contained in the certificate of designations relating thereto; and (3) third, to the extent of the balance of such percentage of Excess Cash Flow after application in accordance with clauses (1) and (2) above, to any other application or use not prohibited by this Agreement. (b) In the event of the occurrence of an Excess Cash Flow Offer, holders of Notes shall have the right, at their option, to require the Company to purchase such portion of the Notes on the date (the "Excess Cash Flow Payment Date") which is 20 Business Days after the date the Excess Cash Flow Notice (as defined below) is required to be mailed (or such later date as is required by applicable law) at a price equal to 100% of voluntary repayments the principal amount thereof plus accrued and unpaid interest (if any) to the Excess Cash Flow Payment Date. The Company shall not be required to make an Excess Cash Flow Offer to purchase Notes pursuant to this Paragraph 4E if the Excess Cash Flow available therefor is less than $500,000 (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Excess Cash Flow in any subsequent Fiscal Year). (c) The Company shall send all holders of the Loans made during such Fiscal Year with Internally Generated Cash; providedNotes, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms within 90 Business Days after end of the documentation governing such Indebtedness with all or Fiscal Year, a portion notice of the occurrence of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such "Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereofNotice"); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Excess Cash Flow. In 50% (with step-downs to 25% and 0% based on achieving reductions to the event that there shall be Closing Date First Lien Net Leverage Ratio of 0.50x and 1.00x, respectively) of the Borrower’s annual Excess Cash Flow (to be defined in excess of $2,500,000 for any Fiscal Yeara manner consistent with the First Lien Documentation Principles), commencing with the first full fiscal year ending after the Closing Date; provided, that (i) voluntary prepayments (including those made through debt buybacks made by the Borrower shall, not later than and its restricted subsidiaries in an amount equal to the tenth Business Day following discounted amount actually paid in respect of such debt buyback and payments utilizing the date yank-a-bank provisions (to the extent such debt is retired instead of assigned)) of the First Lien Term Loans and other indebtedness that is ninety days secured on a pari passu basis to the First Lien Term Loans, and indebtedness that is unsecured or secured on a junior basis to the First Lien Term Loans, loans under the ABL Facility or any other revolving facility (to the extent accompanied by a permanent reduction of the corresponding commitment) (without duplication of amount that have already reduced Excess Cash Flow) made during such fiscal year (or, without duplication, after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference fiscal year but prior to the Compliance Certificate delivered pursuant date of any Excess Cash Flow payment), will reduce the amount of Excess Cash Flow prepayments required for such fiscal year on a dollar-for-dollar basis (other than to Section 5.1(cthe extent such prepayments are funded with the proceeds of long-term indebtedness) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no the amount of Excess Cash Flow prepayments required for such prepayment shall fiscal year will be required by this clause reduced by, on a dollar-for-dollar basis, cash used for capital expenditures, Permitted Investments and restricted payments (eother than those funded in reliance on the Available Amount Basket and certain other exceptions consistent with the First Lien Documentation Principles) if (including without limitation, at the foregoing Senior Secured Net Leverage Ratio as election of Borrower, for any amounts planned to be paid in the immediately succeeding fiscal year), in each case, other than to the extent funded with long-term indebtedness, and made during such fiscal year and, at the option of the last day Borrower, made prior to the date of such Fiscal Year shall Excess Cash Flow prepayment (and to any subsequent fiscal year to the extent the amount of such prepayments exceed the amount of prepayments required to be 1.30:1.00 or less) of the entire made from Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans year, when taken together with any other payments required for such year, but without duplication in any other Excess Cash Flow period) or committed to be made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay fiscal year or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant prior to the terms of the documentation governing such Indebtedness with all or a portion date of such Excess Cash Flow prepayment and (iii) excess cash flow sweeps shall be limited to amounts in excess of a threshold amount consistent with the First Lien Documentation Principles (and limited to such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchasedexcess amounts); provided, “Other Applicable ECF Indebtedness”), then for purposes of determining the Borrower may apply such applicable Excess Cash Flow on a percentage above, the First Lien Net Leverage Ratio will be calculated to give pro rata basis forma effect to all such prepayments and expenditures that are made after the end of the applicable fiscal year but prior to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount making of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofprepayment.

Excess Cash Flow. In (A) Unless DOE has agreed otherwise in writing, no later than one Business Day prior to the event that there shall be Excess Cash Flow first Payment Date occurring on or after the ECF Toggle Transfer Date, or if so elected under Section 3.06(f) (Delayed Mandatory Prepayment Election), the date determined in excess of $2,500,000 for any Fiscal Yearaccordance therewith, if the Account Balance in the ECF Prepayment Account is greater than zero, the Borrower shall, not later than the tenth Business Day following the date shall deliver to DOE a Prepayment Election Notice specifying that is ninety days after the end of such Fiscal Year, it elects to prepay the Loans principal amount of one or more Advances and all accrued interest and other amounts due and payable in connection with such prepayment, in an aggregate amount equal to 50% such Account Balance. (provided B) If the Historical Debt Service Coverage Ratio for the twelve month period ending on an ECF Test Date (commencing with the first ECF Test Date after the ECF Toggle Transfer Date) is (x) equal to or greater than [xxx] but lower than [xxx], then the Borrower shall deliver to DOE a Prepayment Election Notice specifying that (i) it elects to prepay the principal amount of one or more Advances and all accrued interest and other amounts due and payable in connection with such prepayment percentage shall be 25% ifprepayment, as in an aggregate amount equal to [xxx] of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for the quarter ended on such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated CashECF Test Date; provided, that, if at the time that any such prepayment would be required, the Borrower is required or (y) equal to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”)greater than [xxx], then the Borrower may apply shall deliver to DOE a Prepayment Election Notice specifying that it elects to prepay a principal amount and, if applicable, capitalized interest of one or more Advances and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such Excess Cash Flow on a pro rata basis prepayment, in an aggregate amount equal to the prepayment sum of the Loans and to the repayment or re-purchase (1) [xxx] of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated for the quarter ended on such ECF Test Date that would have caused the Historical Debt Service Coverage Ratio to be equal to [xxx] and (2) [xxx] of the Other Applicable ECF Indebtedness shall not exceed the amount remaining portion of such Excess Cash Flow required to for such quarter, and in each case the Borrower shall make such prepayment on the date specified in such Prepayment Election Notice, which shall be allocated no later than one Business Day prior to the Other Applicable ECF Indebtedness pursuant to immediately following Payment Date or if so elected under Section 3.06(f) (Delayed Mandatory Prepayment Election), the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans date determined in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoftherewith.

Excess Cash Flow. In For each Fiscal Year, commencing with the event that there Fiscal Year during which the Indebtedness under the Senior Credit Documents shall be have been paid in full and the commitments to lend thereunder shall have terminated, the Issuers shall prepay the outstanding principal balance of this Note in an amount equal to fifty percent (50.0%) of the Excess Cash Flow (as such term is defined below) for such Fiscal Year. Such mandatory prepayment shall be due and payable by the Issuers to the Holder not later than April 15th of the following Fiscal Year (the date upon which such prepayment will be made being referred to herein as the "EXCESS CASH FLOW PAYMENT DUE DATE"). Not later than two (2) Business Days prior to each Excess Cash Flow Payment Due Date, the Issuers shall deliver to the Holder an Excess Cash Flow Calculation Certificate, in excess form and substance reasonably satisfactory to the Holder, signed by the Chief Financial Officer of $2,500,000 each Issuer, showing in reasonable detail the calculation of the amount of any Excess Cash Flow payment due on such Excess Cash Flow Payment Due Date. For purposes of this SECTION 4(b), the term "EXCESS CASH FLOW" means, for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end (i) consolidated EBITDA of Parent and its Subsidiaries for such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and MINUS (ii) no such prepayment shall be required by this clause the sum of (eA) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made interest expense paid in cash during such Fiscal Year with Internally Generated Cashby Parent and its Subsidiaries; provided(B) aggregate payments of principal on any Indebtedness of Parent and its Subsidiaries during such Fiscal Year; (C) Taxes paid in cash by Parent and its Subsidiaries during such Fiscal Year; and (D) Capital Expenditures made by Parent or any of its Subsidiaries during such Fiscal Year. The mandatory prepayments provided for in this SECTION 4 shall be paid at 100.0% (I.E., that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms without premium) of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt principal amount required to be repaid or repurchased or to prepaid and shall be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then accompanied by the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment payment of the Loans any accrued and to the repayment or re-purchase of Other Applicable ECF Indebtednessunpaid interest on, and the amount of prepayment of the Loans that would have otherwise been required pursuant to other amounts owing under, this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after Note through the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofprepayment, all as provided for above.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the event that there shall be Excess Cash Flow in excess Notes, at the end of $2,500,000 for any Fiscal Year, each fiscal year during the Borrower shall, term of the Loans and not later than the tenth Business Day following the date that is ninety one hundred twenty (120) days after the end of such Fiscal Yeareach fiscal year, prepay GPCC and GPO shall remit to the Loans in Agent for the account of the Banks an aggregate amount equal to 50% seventy-five percent (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less75%) of the entire their combined Excess Cash Flow for such Fiscal Year minus 100% calculated based upon the interim fiscal year-end financial statements of voluntary repayments of GPCC and GPO together (the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such “Excess Cash Flow Payment”). Notwithstanding the foregoing, the total Excess Cash Flow Payment required hereunder (such Senior Secured Debt and under the Credit Agreement by and among the Agent, GPCC and the Banks (the “Ord Credit Agreement”)) shall not exceed in the aggregate Four Million and No/100 Dollars ($4,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”), and provided that immediately prior to the payment of each Excess Cash Flow Payment, or after giving effect thereto, no Default or Event of Default shall exist. If the payment of any Excess Cash Flow Payment would result in a Default or an Event of Default under this Agreement or under the Ord Credit Agreement, then the total Excess Cash Flow Payment required to be repaid paid for that year shall be reduced by an amount necessary to permit the maximum payment for each of GPCC and GPO, if any, that would not result in a Default or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Event of Default under their respective Credit Agreements with the Borrower may apply such Banks. Each Excess Cash Flow Payment made shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. Each Excess Cash Flow Payment shall be recalculated annually based upon audited fiscal year-end financial statements required by Section 5.01(c)(i) of this Agreement; and following such recalculation, GPCC and GPO shall, within thirty (30) days of Agent’s request, remit to the Agent for the benefit of the Banks, any additional amounts due under this Section 2.20, up to the Maximum Excess Cash Flow Payment amount for the applicable fiscal year. For clarity, if based on a pro rata basis recalculation of the Excess Cash Flow Payment it is determined that an overpayment has been made, no Excess Cash Flow Payment which has been made and applied to the prepayment reduction of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Term Loan may be reborrowed. No Excess Cash Flow allocated Payment shall constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. In addition, the Other Applicable ECF Indebtedness total Excess Cash Flow Payments required and made by GPO and GPCC shall not exceed Sixteen Million and No/100 Dollars ($16,000,000.00) over the amount term of such this Agreement. No Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Payments shall be allocated to required during any calendar year should the Loans in accordance with Tangible Owner’s Equity of both GPO and GPCC be greater than seventy percent (70%) at the terms hereof); provided further, that to end of the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofimmediately preceding fiscal year.

Excess Cash Flow. In For each Fiscal Year, commencing with the event that there shall be Fiscal Year ending October 1, 2000, the Company shall, subject to the provisions of Section 1.8(f) of the PSI Senior Credit Agreement with respect to the application of Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, to the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal YearSenior Indebtedness described therein, prepay the Loans outstanding principal balance of this Note in an aggregate amount equal to 50% fifty percent (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less50.0%) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments Year. Such mandatory prepayment shall be due and payable by the Company to the Holder not later than January 15th of the Loans made during such following Fiscal Year with Internally Generated Cash; provided, that, if at (the time that any date upon which such prepayment would will be requiredmade being referred to herein as the "EXCESS CASH FLOW PAYMENT DUE DATE"). Not later than two (2) Business Days prior to each Excess Cash Flow Payment Due Date, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant Company shall deliver to the terms Holder an Excess Cash Flow Calculation Certificate, in substantially the form previously furnished by the Holder to the Company, signed by the Chief Financial Officer of the documentation governing such Indebtedness with all or a portion Company, showing in reasonable detail the calculation of the amount of any Excess Cash Flow payment due on such Excess Cash Flow Payment Due Date. All mandatory prepayments provided for in this Section 5 shall be paid at one hundred percent (such Senior Secured Debt 100.0%) of the principal amount required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtednessprepaid, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes accompanied by the payment of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans any accrued and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereofunpaid interest on, and the remaining amountother amounts owing under, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after this Note through the date of such rejection) prepayment, all as provided for above. In addition, all mandatory payment provided for in this Section 5 may be applied by the Holder against amounts due hereunder (whether for principal, interest or otherwise) or under any other Note or to prepay satisfy any other Obligations, as determined by the Loans Holder in accordance with the terms hereofits sole discretion.

Excess Cash Flow. In (a) If, for any fiscal year of the event that Company commencing with the fiscal year ending December 28, 2002, there is Excess Cash Flow, the Company shall be first apply the Excess Cash Flow Amount to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect to such revolving credit Indebtedness and second, permanently reduce revolving credit commitments relating to Senior Debt in excess an amount equal to the remaining Excess Cash Flow Amount, if any, not used to repay Senior Debt, provided that the Company shall not be required in either case to reduce such revolving credit commitments to less than $50.0 million. If more than $5.0 million of the Excess Cash Flow Amount remains after such prepayment and adjustment for such permanent reduction, the Company shall make an offer (an "Excess Cash Flow Offer") to Holders of the Notes to repurchase in cash all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes up to the maximum principal amount of Notes, together with interest and Liquidated Damages, if any, that may be repurchased with the remaining Excess Cash Flow Amount at a purchase price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Excess Cash Flow Payment"). The application of any Excess Cash Flow amounts towards the prepayment of Senior Debt and any Excess Cash Flow Offer must occur within 20 days of the earlier to occur of (a) the day on which year end financial statements first become available or (b) 90 days after the end of the fiscal year. Upon the commencement of an Excess Cash Flow Offer, the Company shall mail a notice to each Holder stating: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.23 and the length of time the Excess Cash Flow Offer shall remain open, which shall be a period of 20 days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Excess Cash Flow Offer Period"); (2) the purchase price and the purchase date, which shall be no later than five days after the termination of the Excess Cash Flow Offer Period (the "Excess Cash Flow Payment Date"); (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Excess Cash Flow Payment, all Notes accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrue interest after the Excess Cash Flow Payment Date; (5) that Holders electing to have any Notes purchased pursuant to an Excess Cash Flow Offer may elect to have Notes purchased in integral multiples of $2,500,000 for 1,000 only, (6) that Holders electing to have any Fiscal YearNotes purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the 57 Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Payment Date; (7) that Holders will be entitled to withdraw their election if the Company, the Borrower shalldepositary or the Paying Agent, as the case may be, receives, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as expiration of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Loans made during Holder, the principal amount of Notes delivered for purchase and a statement that such Fiscal Year with Internally Generated CashHolder is withdrawing his election to have the Notes purchased; provided, (8) that, if at the time that any such prepayment would be required, aggregate principal amount of Notes surrendered by Holders exceeds the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required Payment, the Trustee shall select the Notes to be repaid purchased on a pro rata basis (which such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or repurchased integral multiples thereof, shall be purchased); and (9) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”transferred by book-entry transfer), then which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the Borrower may apply requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Cash Flow on Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.23, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.23 by virtue of such conflict. (b) On or before the Excess Cash Flow Payment Date, the Company shall, to the extent lawful, (1) accept for payment or a pro rata basis to the prepayment of the Loans and extent necessary all Notes or portions thereof properly tendered pursuant to the repayment Excess Cash Flow Offer, (2) deposit with the Paying Agent an amount equal to the Excess Cash Flow Payment in respect of all Notes or re-purchase portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Other Applicable ECF IndebtednessNotes or portions thereof being purchased by the Company. The Paying Agent shall promptly (but in any case not later than five days after the Excess Cash Flow Payment Date) mail to each Holder of Notes so tendered the Excess Cash Flow Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount of prepayment to any unpurchased portion of the Loans Notes surrendered by such Holder, if any; provided, that would have otherwise been required pursuant to this Section 2.10(e) each such new Note shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding in a principal amount of $1,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Loans and Other Applicable ECF Indebtedness at such timeCompany to the Holder thereof. Prior to complying with any of the provisions of this Section 4.23, with it being agreed that the portion Company shall obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt, including revolving credit commitments, to permit the repurchase of Notes required by this Section 4.23. The Company shall publicly announce the results of the Excess Cash Flow allocated to Offer on or as soon as practicable after the Other Applicable ECF Indebtedness shall not exceed Excess Cash Flow Payment Date. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the amount of Company may use such Excess Cash Flow required for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Excess Cash Flow Offer exceeds the Excess Cash Flow Payment, the Trustee shall select the Notes to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofpurchased on a pro rata basis.

Excess Cash Flow. In Commencing with respect to the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearYear ending December 31, the Borrower shall2016, not later than ten (10) Business Days after the tenth Business Day following earlier of the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, on which the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant deliver financial statements with respect to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Period under Section 5.4(a) and the date on which the Borrower may apply actually delivers the financial statements required under Section 5.4(a) for such Excess Cash Flow on a pro rata basis to Period, the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Borrower shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of calculate Excess Cash Flow allocated for the relevant Excess Cash Flow Period (the “Excess Cash Flow Calculation Date”) and the Borrower shall prepay the Term Loans in an amount equal to (i) the Other Applicable ECF Indebtedness shall not exceed Required Percentage times the amount of such Excess Cash Flow, minus (ii) the amount of any voluntary prepayments of principal during such Excess Cash Flow required to be allocated Period or on or prior to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that Excess Cash Flow Calculation Date (to the extent not financed with (A) the holders proceeds of Other Applicable ECF the incurrence of Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly having a maturity of more than twelve (and in any event within ten Business Days after 12) months from the date of incurrence thereof or (B) the proceeds of Refinancing Loans or the proceeds of Refinancing Equivalent Debt, in each case, not previously deducted pursuant to this clause (ii) in any prior period, (w) ofTerm Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such rejectionprepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment), (x) be applied Revolving Loans or Incremental Revolving Loans (in each case, to prepay the Loans extent commitments in accordance respect thereof are permanently reduced by the amount of such prepayments), (y) Refinancing Loans, Incremental Loans, Incremental Equivalent Debt and any other Indebtedness permitted under Section 6.1 that in each case is secured by the Collateral on a pari passu basis with the terms hereofObligations and (z) any Refinancing Indebtedness in respect of any of the foregoing that is secured by the same collateral, and with the same priority, as the Indebtedness being refinanced, in each case, permitted hereunder.

Excess Cash Flow. In Commencing with respect to the event that there shall be Excess Cash Flow in excess Fiscal Year ending December 31, 2015, [REDACTED – Time Period] after the earlier of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, on which the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant deliver financial statements with respect to the terms of the documentation governing such Indebtedness with all or a portion end of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then Period under Section 5.4(a) and the date on which the Borrower may apply actually delivers the financial statements required under Section 5.4(a) for such Excess Cash Flow on a pro rata basis to Period, the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Borrower shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of calculate Excess Cash Flow allocated for the relevant Excess Cash Flow Period (the “Excess Cash Flow Calculation Date”) and the Borrower shall prepay the Term Loans in an amount equal to (i) the Other Applicable ECF Indebtedness shall not exceed Required Percentage times the amount of such Excess Cash Flow, minus (ii) the amount of any voluntary prepayments of principal during such Excess Cash Flow required to be allocated Period or on or prior to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that Excess Cash Flow Calculation Date (to the extent not financed with (A) the holders proceeds of Other Applicable ECF the incurrence of Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after having a maturity of [REDACTED – Time Period] from the date of incurrence thereof or (B) the proceeds of Refinancing Loans or the proceeds of Refinancing Equivalent Debt), in each case, not previously deducted pursuant to this clause (ii) in any prior period, of (w) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such rejectionprepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment), (x) be applied Revolving Loans or Incremental Revolving Loans (in each case, to prepay the Loans extent commitments in accordance respect thereof are permanently reduced by the amount of such prepayments), (y) Refinancing Loans, Incremental Loans, Incremental Equivalent Debt and any other Indebtedness permitted under Section 6.1 that in each case is secured by the Collateral on a pari passu basis with the terms hereofObligations and (z) any Refinancing Indebtedness in respect of any of the foregoing that is secured by the same collateral, and with the same priority, as the Indebtedness being refinanced, in each case, permitted hereunder.

Excess Cash Flow. In Until the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal YearMaturity Date, the Borrower shall, not later than shall prepay the tenth Business Day following Loans on the date (the “Scheduled Prepayment Date”) that is ninety five days after the end earlier of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of date on which the most recently ended Borrower’s annual audited Financial Statements for the immediately preceding Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate Year are delivered pursuant to Section 5.1(c6.1 or (ii) calculating the Senior Secured Net Leverage Ratio as date on which such annual audited Financial Statements were required to be delivered pursuant to Section 6.1, in an amount (the “Excess Cash Flow Payment”) equal to the Applicable Prepayment Percentage multiplied by the Company’s Excess Cash Flow for the immediately preceding Fiscal Year (or, in case of the last day Fiscal Year ending December 31, 2006, the portion of such Fiscal Year) shall be 1.80:1.00 or less and (ii) Year beginning October 1, 2006), provided that no such prepayment shall be required by this clause made (ei) if to the foregoing Senior Secured Net Leverage Ratio extent that, after giving pro forma effect to such prepayment, the Ninety-Day Average Availability as of the last day of Scheduled Prepayment Date is less than the Required Availability or (ii) if a Default (as such Fiscal Year shall be 1.30:1.00 term is defined in the Existing Credit Agreement) under the Existing Credit Agreement has occurred and is continuing or less) of would result from such prepayment. If on the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with Scheduled Prepayment Date all or a portion of such the Excess Cash Flow Payment is not permitted under the foregoing proviso, but on the date (such Senior Secured Debt required the “Deferred Prepayment Date”) that is 30 days after the Scheduled Prepayment Date a prepayment is then permitted under the foregoing proviso (with regard to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”clause (i) thereof determined based on the Ninety-Day Average Availability as of the Deferred Prepayment Date), then the Borrower may apply such shall make the Excess Cash Flow Payment or such portion thereof not previously paid, as the case may be, on the date that is five days after the Deferred Prepayment Date. If neither on the Scheduled Prepayment Date nor on the Deferred Prepayment Date a prepayment is permitted under this Section 2.15(c), no prepayment shall be owed or made under this Section 2.15(c) with regard to the applicable Fiscal Year (or, in case of the Fiscal Year ending December 31, 2006, the portion of the Fiscal Year beginning October 1, 2006). Each prepayment under this Section 2.15(c) shall be accompanied by a certificate signed by the chief financial officer of the Borrower certifying the manner in which each of the Ninety-Day Average Availability, Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent. Any such prepayment shall be applied pro rata basis according to the prepayment respective outstanding principal amounts of the Loans and to then held by the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofLenders.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Within five (5) Business Day following the date that is ninety days Days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the annual financial statements and corresponding Compliance Certificate are required to be delivered pursuant to Section 5.1(c4.1(a) calculating the Senior Secured Net Leverage Ratio as and Section 4.2(b) hereof (which such Compliance Certificate shall include a written calculation of Excess Cash Flow of the last day of Credit Parties and their Restricted Subsidiaries for such Fiscal Year), commencing with such annual financial statements for the Fiscal Year ending December 31, 2019, the Borrower shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) shall be 1.80:1.00 or less and (iiw) no 75% of such prepayment shall be required by this clause (e) Excess Cash Flow if the foregoing Senior Secured First Lien Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 is 2.50:1.00 or lessgreater or (x) of the entire Excess Cash Flow for such Fiscal Year minus 10050% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then if the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment First Lien Net Leverage Ratio as of the Loans and last day of such Fiscal Year is less than 2.50:1.00 but greater than or equal to the repayment or re-purchase of Other Applicable ECF Indebtedness2.00:1.00, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e(y) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount 25% of such Excess Cash Flow required if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than 2.00:1.00 but greater than or equal to be allocated 1.50:1.00, or (z) 0% of such Excess Cash Flow if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than 1.50:1.00, less (ii) the aggregate amount of voluntary prepayments of the Term Loans and Incremental Term Loans secured by a lien on the Collateral ranking pari passu with the lien on the Collateral securing the Initial Term Loan funded with Internally Generated Cash of the Borrower and its Restricted Subsidiaries (including Discounted Buybacks or open market purchases, in each case, pursuant to Section 1.7(d), but limited in the case of such Discounted Buybacks and open market purchases to the Other Applicable ECF Indebtedness pursuant actual cash amounts paid by the Borrower and its Subsidiaries), to the terms thereofextent the amounts thereof are applied to reduce scheduled installments of principal of the Term Loans and voluntary prepayments of the Revolving Loans funded with Internally Generated Cash of the Borrower and its Restricted Subsidiaries (to the extent accompanied by a permanent reduction in the Aggregate Revolving Loan Commitment) made during such Fiscal Year, and the remaining amount, if any, of such net proceeds shall be allocated for application to the Loans in accordance with the terms provisions of Section 1.8(f) hereof); provided further, that to . Excess Cash Flow shall be calculated in the extent manner set forth in the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofCompliance Certificate.

Excess Cash Flow. In No later than fifteen (15) Business Days after the event that there shall be date on which the financial statements with respect to each fiscal year of Holdings, commencing with the first full fiscal year ending after the Closing Date, in which an Excess Cash Flow in excess of $2,500,000 for any Fiscal YearPeriod occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, not later than if and to the tenth Business Day following extent Excess Cash Flow for such Excess Cash Flow Period exceeds the date that is ninety days after the end greater of such Fiscal Year$3,000,000 and 10% of Consolidated EBITDA, prepay the make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to 50% (provided that A) the Applicable ECF Percentage (i) such prepayment percentage which shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered recalculated pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (eB)(i) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or lessbelow) of the entire amount equal to (x) Excess Cash Flow for such Fiscal Year minus 100the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $3,000,000 and 10% of voluntary repayments Consolidated EBITDA floor referenced above) minus (y) $3,000,000 and 10% of Consolidated EBITDA minus (B) in each case, at the option of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be requiredBorrower, the Borrower is required aggregate principal amount of (i) (x) any Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Revolving Loans, Incremental Revolving Loans or any other Indebtedness, in each case secured on a senior basis to, or pari passu basis with, the Second Lien Obligations (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof or Permitted Debt Exchange Notes issued in exchange therefor, in each case, to repay the extent secured on secured on a senior basis to, or repurchase or to offer to repurchase or repay Senior Secured Debt permitted a pari passu basis with the Second Lien Obligations), in each case prepaid pursuant to Section 6.1 2.10(a), Section 2.16(b)(B) or Section 10.02(f)(i) or pursuant to the corresponding provisions of the documentation governing any such Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness in respect thereof or Permitted Debt Exchange Notes (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, to the extent any such prepayments exceed the amount drawn on the Closing Date, so long as accompanied by a corresponding permanent reduction in the Revolving Commitment), and (II) without duplication of clause (I) above, Second Lien Loans, Second Lien Incremental Term Loans or Second Lien Permitted Incremental Equivalent Debt or any other Indebtedness, in each case, secured on a pari passu basis with or on a senior basis to the Second Lien Obligations (or, in each case, any Second Lien Credit Agreement Refinancing Indebtedness or Second Lien Permitted Debt Exchange Notes issued in exchange therefor, in each case, to the extent secured on a pari passu basis with, or on a senior basis to, the Second Lien Obligations, in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(f)(i) of the Second Lien Credit Agreement or pursuant to the corresponding provisions of the documentation governing any such Second Lien Permitted Incremental Equivalent Debt, Second Lien Credit Agreement Refinancing Indebtedness in respect thereof or Second Lien Permitted Debt Exchange Notes, in each case, during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date), (y) the amount of Indebtedness actually paid in cash pursuant to any assignment made in accordance with (I) Section 10.04(b)(viii) of this Agreement or the corresponding provisions of the documentation governing any Permitted Incremental Equivalent Debt secured on a senior basis to, or pari passu basis with, the Second Lien Obligations (or, in each case, any Credit Agreement Refinancing Indebtedness or Permitted Debt Exchange Notes offered in exchange therefor, in each case, to the extent secured on a senior basis to, or pari passu basis with, the Second Lien Obligations) or (II) Section 10.04(b)(viii) of the Second Lien Credit Agreement or the corresponding provisions of the documentation governing any Second Lien Permitted Incremental Equivalent Debt secured on a pari passu basis with or on a senior basis to the Second Lien Obligations (or, in each case, any Second Lien Credit Agreement Refinancing Indebtedness or Second Lien Permitted Debt Exchange Notes offered in exchange therefor, in each case, to the extent secured on a pari passu basis with or on a senior basis to the Second Lien Obligations) during the applicable Excess Cash Flow Period (or, at the option of the Borrower, and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) (and the First Lien Leverage Ratio shall be recalculated for purposes of determining the Applicable ECF Percentage to give pro forma effect to all such voluntary prepayments, buybacks and redemptions), and in the case of all such prepayments, buybacks or redemptions, including prepayments or buybacks in connection with the replacement of a Lender hereunder, to the extent that such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow, intercompany Indebtedness and other than Indebtedness which has been repaid during such Excess Cash Flow Period) of Holdings or its Restricted Subsidiaries; and (z) the amount of any prepayments of Indebtedness (including, without limitation, the Term Loans, Incremental Term Loans, Permitted Incremental Equivalent Debt, Revolving Loans and Incremental Revolving Loans) paid in cash and not deducted in the calculation of Excess Cash Flow pursuant to clause (a) of the definition thereof or pursuant to any “excess cash flow sweep”, “asset sale” or “casualty sweep” prepayments under any Indebtedness (other than the Term Loans) (to the extent such prepayment is not prohibited pursuant to the terms of this Agreement), in each case, made during the documentation governing such Indebtedness with all or a portion applicable Excess Cash Flow Period (or, at the option of the Borrower, and without duplication, after such Excess Cash Flow Period and prior to such subsequent ECF Payment Date) (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) First Lien Leverage Ratio shall be reduced accordingly (recalculated for purposes of this proviso pro rata basis shall be determined on determining the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at Percentage to give pro forma effect to all such timevoluntary prepayments, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, buybacks and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereofredemptions); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.;

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following Within ten days after the date such audited annual financial statements were required to be delivered to Agent pursuant to Section 5.1, commencing with the delivery to Agent of the financial statements for Xxxxxxxx’s fiscal year ended December 31, 2020, Borrower shall (A) if such financial statements demonstrate that is ninety days after the First Lien Leverage Ratio of Borrower and its Subsidiaries for the Reference Period ended as of the end of such Fiscal Yearfiscal year was greater than 2.61:1.00, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iv) in an amount equal to (1) 50% of the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal year, minus (2) at the option of the Borrower, the aggregate amount of all voluntary prepayments in respect of (x) the outstanding principal balance of the Term Loans and Other Applicable ECF (y) the Revolving Loans which are accompanied by permanent reductions of Revolving Commitments pursuant to Section 2.4(d), in each case, made by Borrower during such fiscal year and in each case not financed with long-term Indebtedness, (B) if such financial statements demonstrate that the First Lien Leverage Ratio of Borrower and its Subsidiaries for the Reference Period ended as of the end of such fiscal year was less than or equal to 2.61:1.00 but greater than 2.11:1.00, prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iv) in an amount equal to (1) 25% of the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal year, minus (2) at the option of the Borrower, the aggregate amount of all voluntary prepayments in respect of (x) the outstanding principal balance of the Term Loans and (y) the Revolving Loans which are accompanied by permanent reductions of Revolving Commitments pursuant to Section 2.4(d), in each case, made by Borrower during such fiscal year and in each case not financed with long-term Indebtedness at and (C) if such timefinancial statements demonstrate that the First Lien Leverage Ratio of Borrower and its Subsidiaries for the Reference Period ended as of the end of such fiscal year was 2.11:1.00 or less, with it being agreed then no prepayment shall be required for such fiscal year; provided, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(vi) shall exclude the portion of Excess Cash Flow allocated that is attributable to the Other Applicable ECF Indebtedness shall not exceed target of a Permitted Acquisition and that accrued prior to the amount closing date of such Permitted Acquisitions; provided, further, if Excess Cash Flow required for any fiscal year is equal to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds or less than $5,000,000 no payment shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have due under this Section 2.4(e)(vi) for such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereoffiscal year.

Excess Cash Flow. In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall(a) On a semi-annual basis, not later than the tenth 30 days10 Business Day following the Days after each date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that on which (i) such prepayment percentage shall be 25% if, as of the last day of quarterly financial statements for the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less preceding fiscal quarter ending June 30 and (ii) no such prepayment shall the annual financial statements for the preceding fiscal year are required to be required by this delivered pursuant to clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less1) of covenant described under Section 4.03 hereof, commencing with the entire period from February 1, 2021 to June 30, 2021, the Issuers will make an offer to purchase Notes, which shall include, without limitation, a detailed calculation of Excess Cash Flow for the relevant Excess Cash Flow Period (each such Fiscal Year minus offer to purchase, an “Excess Cash Flow Offer”), having an aggregate principal amount equal to: (1) an amount equal to 100% of voluntary repayments Excess Cash Flow of the Loans made during Main Issuer and its Subsidiaries for the Excess Cash Flow Period then ended; multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Priority Lien Debt required to be repaid with such Fiscal Year with Internally Generated Cash; providedExcess Cash Flow, thatrounded down to the nearest $1,000. The purchase price for any Excess Cash Flow Offer will be 100% of the principal amount, plus accrued interest, if at the time that any such prepayment would be requiredany, to, but excluding, the Borrower date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) (the “Excess Cash Flow Payment”). If the Excess Cash Flow Offer is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the terms Excess Cash Flow Offer, the Main Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis (in the case of Global Notes, subject to the documentation governing such Indebtedness applicable procedures of DTC), with all or adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased. Any portion of such Excess Cash Flow remaining after consummation of the Excess Cash Flow Offer may be used for any purpose not otherwise prohibited by this Indenture. (b) Notwithstanding the foregoing, to the extent that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to the Excess Cash Flow Offer for such Senior Secured Excess Cash Flow Period and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is equal to or less than $60.0 million, the aggregate principal amount of Notes offered to be purchased inPriority Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply with such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) Offer shall be reduced accordingly ratably solely (for purposes of this proviso pro rata basis shall be determined on the basis of outstanding aggregate principal amount of all such Priority Lien Debt outstanding at such time) solely to the aggregate outstanding extent necessary so that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to such Excess Cash Flow Offer and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is greater than $60.0 million. (c) Notwithstanding the foregoing, to the extent that (i) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) of a Foreign Subsidiary to the Main Issuer is prohibited or delayed by applicable local law or (ii) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) by a Foreign Subsidiary to the Main Issuer could result in material adverse tax consequences, as reasonably determined by the Main Issuer in good faith, such net cash provided by/used in operating activities (as determined in accordance with GAAP) so affected will not be required to be applied in the calculation of Excess Cash Flow for the relevant Excess Cash Flow Period in compliance with this covenant; provided that within 365 days of the receipt of such net cash provided by/used in operating activities (as determined in accordance with GAAP), the Main Issuer shall use commercially reasonable efforts, including entering into one or more intercompany loans, to permit repatriation of the amounts that would otherwise be subject to this covenant without violating local law or incurring material adverse tax consequences, and, if; provided, further, that such Foreign Subsidiary shall segregate and hold in trust such net cash, and such funds shall not be used for working capital or any other purpose other than to upstream such funds to make the required payment under this Section 4.16 until such material tax consequences no longer exist. If such amounts may be repatriated, within such 365 day period, such proceeds shall be required to be applied in compliance with this covenant. (d) Within the timeframe noted in (a) above, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), to each Holder a written offer, which shall govern the terms of the Excess Cash Flow Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Issuers and their Subsidiaries that the Issuers in good faith believe will enable the Holders to make an informed decision with respect to the Excess Cash Flow Offer, the offer shall also state, among other things: (1) that an Excess Cash Flow Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment, subject to pro rata reduction as set forth in Section 4.16(a); (2) the principal amount of Notes subject to the Excess Cash Flow Offer, the Excess Cash Flow Payment and the expiration date of the Excess Cash Flow Offer, which will be no earlier than 30 days and no later than 60 days after the date such written notice to the Holders and the Trustee is sent and a settlement date for purchase (the “Excess Cash Flow Payment Date”) not more than five Business Days after the expiration date; (3) that any Note accepted for payment pursuant to the Excess Cash Flow Offer (and duly paid for on the Excess Cash Flow Payment Date) shall cease to accrue interest after the Excess Cash Flow Payment Date; (4) that any Notes (or portions thereof) not validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Note purchased pursuant to any Excess Cash Flow Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Excess Cash Flow Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Excess Cash Flow Offer, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Loans Note the Holder delivered for purchase and Other Applicable ECF Indebtedness at a statement that such Xxxxxx is withdrawing his election to have such Note purchased; and (7) the instructions and any other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Excess Cash Flow Offer. (e) On or before the Excess Cash Flow Payment Date, the Issuers shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer. Promptly after such acceptance, on the Excess Cash Flow Payment Date, the Issuers will: (1) deposit by 11:00 a.m., New York City time, with it being agreed that the portion of Paying Agent or Depositary an amount equal to the Excess Cash Flow allocated Payment in respect of all Notes or portions thereof so tendered; and (2) deliver or cause to be delivered to the Other Applicable ECF Indebtedness shall not exceed Trustee for cancellation the Notes so accepted together with an Officer’s Certificate of the Main Issuer stating the aggregate principal amount of such Notes or portions thereof being purchased by the Issuers. (f) On the Excess Cash Flow required Payment Date, the Paying Agent shall mail or electronically send to be allocated to each Holder of Notes accepted for payment the Other Applicable ECF Indebtedness pursuant to Excess Cash Flow Payment for such Notes (or, if all the terms thereofNotes are then issued in the form of Global Notes, make such payment through the facilities of the Depositary), and the remaining amountIssuers shall promptly issue a new Note, if anyand the Trustee, upon receipt of an Issuers Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) to each Holder such net proceeds new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be allocated in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Loans in accordance Excess Cash Flow Payment Date. (g) The Issuers will comply with the terms hereof); provided further, that requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of Notes pursuant to an Excess Cash Flow Offer pursuant to this covenant. To the holders extent that the provisions of Other Applicable ECF Indebtedness decline any securities laws or regulations conflict with the Excess Cash Flow provisions in this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have such indebtedness repurchased or prepaid, breached its obligations under the declined amount shall promptly (and in any event within ten Business Days after the date Excess Cash Flow provisions of this Indenture by virtue of such rejection) be applied to prepay the Loans in accordance with the terms hereofcompliance.

Excess Cash Flow. In Within five (5) days after the event that there shall be date on which the Parent Borrower delivers or is required to deliver its audited consolidated financial statements pursuant to Section 6.01(a) for each fiscal year of the Parent Borrower (such fifth day, the “Excess Cash Flow in excess Sweep Date”), commencing with the first full fiscal year of $2,500,000 for any Fiscal Yearthe Parent Borrower ended after the Closing Date, the Parent Borrower shall, not later than shall prepay the tenth Business Day following the date that is ninety days after the end principal of such Fiscal Year, prepay the Loans in an aggregate amount (the “Excess Cash Flow Prepayment Amount”) equal to 50% (provided that (iA) such prepayment the percentage shall be 25% if, as of the last day of Excess Cash Flow for such fiscal year computed in accordance with the most recently ended Fiscal Year, table set forth below based on the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net First Lien Leverage Ratio as of the last day end of such Fiscal Yearfiscal year, less (B) the sum of (1) the aggregate amount of any Loans prepaid pursuant to Section 2.15(a) (including any prepayments of Revolving Loans, to the extent any Revolving Commitments have been permanently reduced pursuant to Section 2.14(c) and to the extent not funded with proceeds from the incurrence of long-term indebtedness) after the Closing Date (but only to the extent such prepayments have not been applied pursuant to this subclause (1) in respect of any prior period), including during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that, for the avoidance of doubt, any such voluntary prepayments that have not been applied to reduce the payments which may be due from time to time pursuant to this Section 2.15(c)(iv) shall be 1.80:1.00 or less carried over to subsequent periods and (ii) no such prepayment shall be required by this clause (e) if may reduce the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made Prepayment Amount during such Fiscal Year subsequent periods until such time as such voluntary prepayments reduce such payments which may be due from time to time), with Internally Generated Cash; provided, that, if at such amount to be applied as set forth in Section 2.15(d) below and (2) the time that aggregate amount of any such prepayment would be required, Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 Collateral ranking pari passu with the Liens securing the Obligations prepaid pursuant to the terms described in the immediately following paragraph (including any prepayments of revolving loans constituting Permitted Incremental Indebtedness (to the extent such Permitted Incremental Indebtedness is secured by a first priority lien on the Collateral) or Permitted First Priority Refinancing Debt, to the extent any revolving commitments with respect thereto have been permanently reduced), in the case of clause (B) after the Closing Date (but only to the extent such prepayments have not been applied pursuant to this subclause (2) in respect of any prior period) or during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date (provided that such amounts prepaid during the period after such fiscal year but prior to the Excess Cash Flow Sweep Date may not be deducted in calculating the Excess Cash Flow Prepayment Amount for any other applicable fiscal year), with such amount to be applied as set forth in Section 2.15(d) below: Greater than 4.00 to 1.00 50% Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00 25% Less than or equal to 3.50 to 1.00 0% The Parent Borrower may use a portion of the documentation amount calculated pursuant to clause (A) of this Section 2.15(c)(iv) to prepay or repurchase Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations to the extent any applicable document governing such Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt requires the issuer of such Indebtedness to prepay or make an offer to purchase such Indebtedness with all or a portion of such the Excess Cash Flow Prepayment Amount, in each case in an amount not to exceed the product of (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(ex) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required Prepayment Amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations and with respect to be allocated which such a requirement to the Other Applicable ECF Indebtedness pursuant prepay or make an offer to the terms thereof, purchase exists and the remaining amount, if any, denominator of which is the sum of the outstanding principal amount of such net proceeds shall be allocated to Permitted Incremental Indebtedness and/or Permitted First Priority Refinancing Debt and the outstanding principal amount of Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereofhereunder.