Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. 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 Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, 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 Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five On the date that is fifteen (515) Business Days days after the date on which the annual financial statements are required to be delivered pursuant to Section 4.1(a6.01(a) hereof, for each Fiscal Year (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, 20172019), the Borrower Borrowers shall deliver prepay the Term Loans and thereafter, all other Obligations in an aggregate amount equal to Agent a written calculation fifty percent (50%) (provided, (A) if the Consolidated Total Leverage Ratio was less than 2.00:1.00 but greater than or equal to 1.50:1.00 as of the end of such Fiscal Year as reflected in and properly calculated by the Compliance Certificate for such Fiscal Year, reducing to twenty five percent (25%) for such Fiscal Year and (B) if the Consolidated Total Leverage Ratio was less than 1.50:1.00 as of the end of such Fiscal Year as reflected in and properly calculated by the Compliance Certificate for such Fiscal Year, reducing to zero percent (0%) for such Fiscal Year) of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year less voluntary principal prepayments under the Loans (other than in the form of Exhibit 1.8(e) and certified as correct on behalf respect of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans (to the extent not accompanied by a an equivalent permanent reduction of the Revolving Loan Commitment) made during with Internally Generated Cash. 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, the Loan Parties shall deliver to the Administrative Agent a calculation (in such detail as the Administrative Agent may reasonably require) of the Excess Cash Flow for such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application . Each prepayment with respect to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in accompanied by a certificate executed by the Borrower Representative’s chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form, substance and detail reasonably satisfactory to the Administrative Agent and shall be applied as set forth in Exhibit 1.8(e)clause (vii) below.

Excess Cash Flow. Within five (5) Business Days after The Acquisition Borrowers shall make a mandatory prepayment of principal on the annual financial statements are required Loans to be delivered pursuant applied in accordance with Section 6.7.7 [Application Among Loans and Interest Rate Options] in an amount equal to Section 4.1(aseventy-five percent (75%) 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 Borrower shall deliver to Agent a written calculation of Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2019, payable upon delivery of the Credit Parties financial statements to Agent referred to in and their Subsidiaries required by Section 9.3.2 [Annual Financial Statements] for such Fiscal Year fiscal year but in any event not later than one hundred twenty (120) days after the form end of Exhibit 1.8(e) and certified each such fiscal year. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by the Administrative Agent upon which calculation the Acquisition Borrowers shall make the prepayment required by this Section 6.7.5, subject to adjustment when the financial statements are delivered to the Administrative Agent as correct on behalf required hereby. The calculation made by the Administrative Agent shall not be deemed a waiver of any rights Administrative Agent or Lenders may have as a result of the Credit failure by the Loan Parties by a Responsible Officer of to deliver such financial statements. Notwithstanding the Borrower and concurrently therewith shall deliver to Agentforegoing, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day Fourth Amendment Effective Date, no mandatory prepayment of such Fiscal Year is greater than 2.75 to 1.00Excess Cash Flow shall be required in 2022 based on the fiscal year of the Loan Parties ending December 31, 2021; the mandatory prepayment of Excess Cash Flow (in accordance with the provisions of this Section 6.7.6) shall re-commence in 2023 based on the fiscal year of the Loan Parties ending December 31, 2022 and (ii) 25% of such Excess Cash Flow, no mandatory prepayment shall be required pursuant to this Section 6.7.6 for any applicable fiscal year if the First Lien Net Leverage Ratio calculated as of the last day end of such Fiscal Year fiscal year is less than or equal to 2.75 1.50 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, 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 Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five (5) Business Days after the annual financial statements are required to be delivered pursuant to Section 4.1(a) hereof, commencing 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 311998, 2017), the Borrower shall deliver to Agent a written calculation of Excess Cash Flow prepay the outstanding amount of the Credit Parties Term Loan and their Subsidiaries the Special Advances upon delivery of the annual Financial Statements of Borrower in and required by subsection 8.1.3(i) for such Fiscal Year but in any event not later than ninety (90) days after the form end of Exhibit 1.8(e) and certified as correct each such Fiscal Year with a portion of Borrower's Excess Cash Flow for such Fiscal Year. Excess Cash Flow for each Fiscal Year shall be distributed by Borrower on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to following basis: (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (first $350,000 shall be distributed by Borrower to Agent for application as calculated in the manner set forth on Exhibit 4.2(b)) as a prepayment of the last day of such Fiscal Year is greater than 2.75 to 1.00, Special Advances until paid in full and (ii) 25the balance shall be distributed by Borrower (a) 40% to the Agent for application as a prepayment of such Excess Cash Flowthe Special Advances, if any, and the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans Term Loan (to the extent accompanied by a permanent reduction outstanding principal installments in the order of maturities thereof), subject to Borrower's ability to reborrow Special Advances in accordance with the terms hereof, (b) 40% to Xxxxxx Investments, Inc. in payment of the Revolving Loan Commitment) made during such Fiscal Year, outstanding principal balance of and interest on the Shareholder Notes and (Bc) 20% to be retained by Borrower. At such time as the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks)Special Advance Amount shall have been permanently reduced to $0, for application to the Loans Excess Cash Flow shall be distributed by Borrower solely in accordance with the provisions of Section 1.8(gsubclause (ii) hereofabove. At such time as the Special Advance Amount shall be permanently reduced to $0 and the Term Loan shall have been paid in full, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated distributed by Borrower (a) 80% to Xxxxxx Investments, Inc. in payment of the manner set forth outstanding principal balance of and interest on the Shareholder Notes and (b) 20% to be retained by Borrower. In the event that the Financial Statement is not so delivered, then a calculation based upon estimated amounts shall be made by Agent pursuant to this subsection 3.3.2, subject to adjustment when the Financial Statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any of the rights that Agent or Lenders may have as a result of the failure by Borrower to deliver such Financial Statement on a timely basis. The Total Credit Facility shall be automatically and permanently reduced, without notice, in Exhibit 1.8(e)an amount equal to the portion of any prepayment applied to reduce the Term Loan and the Special Advances.

Excess Cash Flow. Within five (5) Prior to the MLP Public Offering Date, no later than 10 Business Days after the annual delivery of the audited consolidated financial statements are required to be delivered of Borrower and its Subsidiaries for each fiscal year 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, 20176.01(a), the Borrower shall deliver to Agent a written calculation make prepayments of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year Term Loans in the form of Exhibit 1.8(eaccordance with Section 2.05(h) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower (i) and concurrently therewith shall deliver to Agent, for distribution to the Lenders, in an aggregate amount equal to (i) 50% the ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended minus (ii)(1) the aggregate amount of all voluntary prepayments of Revolving Loans to the extent accompanied by permanent reductions of the Revolving Credit Commitments and (2) the aggregate principal amount of all voluntary prepayments of the Term Loans made pursuant to Section 2.05(a)(i) and Section 2.18 (in an amount, in the case of prepayments pursuant to Section 2.18, equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Term Loans have been cancelled), in the case of each of the preceding clauses (1) and (2), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash FlowFlow required to be repaid pursuant to this Section 2.05(g) for any prior fiscal year) or at the election of the Borrower, on or before the date such prepayment is due pursuant to this clause (g) and to the extent such prepayments are not financed with the proceeds of Indebtedness (other than the Revolving Loans) of the Borrower or any of its Restricted Subsidiaries. “ECF Percentage” means (i) if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Senior Secured Leverage Ratio as of the last day end of such Fiscal Year the Excess Cash Flow Period is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and 1.00, 50%, (iiiii) 0% of such Excess Cash Flow, if the First Lien Net Senior Secured Leverage Ratio as of the last day end of such Fiscal Year the Excess Cash Flow Period is less than or equal to 2.25 to 1.00 but greater than 1.75 to 1.00, minus, in each case, at the option of the Borrower, 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 Commitment) made during such Fiscal Year25%, and (Biii) if the aggregate amount of any voluntary prepayments Senior Secured Leverage Ratio as of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to end of the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow Period is less than or equal to 1.75 to 1.00, 0%. For the avoidance of doubt, after the MLP Public Offering Date, the obligations of the Borrower under this Section 2.05(g) shall be calculated in the manner set forth in Exhibit 1.8(e)terminate.

Excess Cash Flow. Within five (5) No later than 10 Business Days after the annual delivery of the audited consolidated financial statements are required to be delivered pursuant to Section 4.1(a) hereofof Borrower and its Subsidiaries for each of the fiscal years ending December 31, commencing with such annual financial statements for the Fiscal Year ending on 2016 and December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017pursuant to Section 6.01(a), the Borrower shall deliver to Agent a written calculation make prepayments of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year Term Loans in the form of Exhibit 1.8(eaccordance with Section 2.05(h) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower 2.05(i) and concurrently therewith shall deliver to Agent, for distribution to the Lenders, in an aggregate amount equal to (i) 50% of such Excess Cash Flow, if Flow for the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 Flow Period then ended minus (ii)(1) [reserved] and (iii) 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 or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A2) the aggregate principal amount of any voluntary prepayments of Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any all voluntary prepayments of the Term Loans made pursuant to Section 2.05(a)(i) and Section 2.18 (in an amount, in the case of prepayments pursuant to Section 2.18, equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Term Loans have been cancelled), in the case of each of the preceding clauses (1) and (2), made during such Fiscal Year Excess Cash Flow Period (without duplication of any prepayments in such Excess Cash Flow Period that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(g) for any prior Excess Cash Flow Period) or at the election of the Borrower, on or before the date such prepayment is due pursuant to this clause (g) and to the extent such prepayments are not financed with the proceeds of Indebtedness (other than Discounted Buybacks)the Revolving Loans) of the Borrower or any of its Restricted Subsidiaries. For the avoidance of doubt, the obligations of the Borrower under this Section 2.05(g) shall terminate for application any fiscal period or fiscal year subsequent to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e)fiscal year 2017.

Excess Cash Flow. Within five (5) The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after the annual financial statements are required to last date Financial Statements can be delivered pursuant to Section 4.1(a5.1(c) 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 Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties 2012 and their Subsidiaries for such each Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lendersthereafter, an amount equal to (i) 50% of such the Excess Cash FlowFlow for such Fiscal Year; provided, if however, that should the First Lien Net Consolidated Leverage Ratio (as calculated in the manner set forth of Borrower on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater be less than 2.75 3.50 to 1.001.0, (ii) such percentage shall be reduced to 25% of as to such Excess Cash FlowFiscal Year; provided; further, if that should the First Lien Net Consolidated Leverage Ratio as of Borrower on the last day of such Fiscal Year is be less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 1.0, such percentage shall be reduced to 0% as to such Fiscal Year; and provided; further, that the amount of any prepayment due pursuant to this Section 2.5(a) shall be reduced, Dollar for Dollar, by the sum of the principal amount of any (1) voluntary prepayment of the Term Loans pursuant to Section 2.4 made by the Borrower, without duplication, during such Fiscal Year or in the subsequent Fiscal Year prior to the delivery of Financial Statements pursuant to Section 5.1(c) and (iii2) 0% prepayment of such Excess Cash Flow, if First Lien Term Loans or Revolving Loans (as defined in the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (ACredit Agreement) the aggregate amount of any voluntary prepayments of Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Credit Commitment) made during such Fiscal Year, and (Bas defined in the First Lien Credit Agreement) the aggregate amount of prepaid pursuant to Section 2.7 (or any voluntary prepayments successor provision) or Section 2.8(a) (or any successor provision) of the Term Loans made during such Fiscal Year (other than Discounted Buybacks)First Lien Credit Agreement, for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the amount so prepaid reduced the mandatory prepayment otherwise required under the First Lien Credit Agreement with respect to the Excess Cash Flow for the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e)Year.

Excess Cash Flow. Within five No later than ten (510) Business Days after the annual date on which the audited financial statements with respect to any Excess Cash Flow Period 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, 20175.01(a), the Borrower shall deliver make prepayments of Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to Agent a written calculation (x) the following percentage of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if Flow Period based on the First Lien Net Leverage Ratio (as calculated in for the manner set forth Test Period ending on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash FlowFlow Period minus (y) without duplication of any kind, if the First Lien Net Leverage Ratio as of the last day of all voluntary prepayments made during such Fiscal Year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and fiscal year (iii) 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 or equal to 2.25 to 1.00, minus, in each caseor, at the option of the Borrower, after such fiscal year but prior to the sum date the mandatory prepayment required by this Section 2.10(f) is to be made but without duplication of any amount reducing any prepayment requirement to be made pursuant to this Section 2.10(f) with respect to any subsequent period) to the extent funded with Internally Generated Funds and applied by Borrower to (A) Term Loans (including purchases of the aggregate Term Loans by any Company at or below par (to the extent a pro rata offer was made to all Term Lenders), in which case the amount of any voluntary prepayments of Term Loans shall be deemed not to exceed the actual cash purchase price of such Term Loans below par) or (B) Revolving Loans (but only to the extent accompanied by a concurrent and concomitant permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted BuybacksCommitments), for application to the Loans in accordance with the provisions as applicable: First Lien Net Leverage Ratio Percentage of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow Greater than or equal to 4.40 to 1.00 50.0% Greater than or equal to 3.90 but less than 4.40 to 1.00 25.0% Less than 3.90 to 1.00 0% provided, that no prepayment shall be calculated required under this Section 2.10(f) unless the amount thereof (after giving effect to the foregoing clause (y)) would equal or exceed $15,000,000 (and, in the manner set forth such case, only such amount in Exhibit 1.8(eexcess of $15,000,000 shall be required to be prepaid).

Excess Cash Flow. Within five Subject to Section 1.8(h) and the terms of the First Lien Loan Documents and the Intercreditor Agreement, within ten (510) Business Days days after the annual financial statements are required to be delivered pursuant to Section subsection 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)2012, the Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall shall, unless waived by Required Lenders, deliver to Agent, for application to the Loans in accordance with the provisions of subsection 1.8(h) hereof and distribution to the Lenders, an amount equal to (i) 5075% of such Excess Cash Flow, Flow if the First Lien Net Total Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, 2.00:1.00 or (ii) 2550% of such Excess Cash Flow, Flow if the First Lien Net Total Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.002.00:1.00, minus, in each case, at the option of the Borrower, 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 Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of IndebtednessYear. Excess Cash Flow and the related prepayment amount shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five (5) Business Days days after the annual financial statements are required to be delivered pursuant to Section under subsection 4.1(a) hereof, commencing with such annual financial statements for the Fiscal Year year ending on December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017)2003, the Borrower (i) shall deliver to the Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries Borrower for such Fiscal Year year (the “Calculation Year”) in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties Borrower by a Responsible Officer of the Borrower and (ii) concurrently therewith shall deliver to the Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, 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 Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), Lenders for application to the Loans in accordance with the provisions of Section 1.8(gsubsection 1.8(f) hereof, an amount (the “Excess Cash Flow Amount”) equal to (A) fifty percent (50%) of such Excess Cash Flow, if the ratio (the “Modified Leverage Ratio”) of (i) Total Indebtedness minus Indebtedness evidenced by the Senior Subordinated Notes minus unrestricted cash on hand held in deposit accounts in which Agent shall have been granted a perfected first priority security interest pursuant to Deposit Account Control Agreements, in each case instance, calculated as of such payment date on a pro forma basis after giving effect to such payment to (ii) Adjusted EBITDA (as calculated in Exhibit 4.2(b)) for the extent made during most recent twelve (12) month period for which financial statements are available is greater than 1.0 to 1.0 or (B) ten percent (10%) of such Excess Cash Flow if Modified Leverage Ratio is less than or equal to 1.0 to 1.0. Simultaneously with any such payment to Agent of the applicable Fiscal Excess Cash Flow Amount, Borrower, may, subject to Section 5.11(g) hereof, make a distribution (the “Excess Cash Flow Distribution”) to Holdings, which is immediately used by Holdings to make a prepayment of Holdings Obligations or make a dividend payment to Holdings’ shareholders, in an amount equal to Excess Cash Flow for such Calculation Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtednessminus such Excess Cash Flow Amount. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).”

Excess Cash Flow. Within Subject to the 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 Borrower Issuer shall deliver to Agent each Purchaser a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e1.8(d) Table of Contents and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower Issuer and concurrently therewith shall deliver to Agent, for distribution to prepay the Lenders, Term Loans by an amount equal to (i) 50% of such Excess Cash Flow, Flow if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) to the First Lien Credit Agreement) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the BorrowerIssuer, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans revolving loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitmentrevolving 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 (other than Discounted BuybacksBuybacks (as such term is defined in the First Lien Credit Agreement on the Restatement Effective Date)), for application to the Loans Term Loans, subject to Section 1.8(g), in accordance with the provisions of Section 1.8(g1.8(e) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e1.8(d).

Excess Cash Flow. Within five ten (510) Business Days days after the annual financial statements and corresponding Compliance Certificate are required to be delivered pursuant to Section 4.1(a) and Section 4.2(b) 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)2015, the Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Administrative Agent, for distribution to the Lenders, an amount equal to the greater of $0 and an amount equal to (i) (x) 50% of such Excess Cash Flow, Flow if the First Lien Net Senior Leverage Ratio (on a Net Basis) (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.004.50:1.00, (iiy) 25% of such Excess Cash Flow, Flow if the First Lien Net Senior Leverage Ratio (on a Net Basis) (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is less than or equal to 2.75 to 1.00, 4.50:1.00 but greater than 2.25 to 1.00 and 3.75:1.00 or (iiiz) 0% of such Excess Cash Flow, Flow if the First Lien Net Senior Leverage Ratio (on a Net Basis) (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is less than or equal to 2.25 to 1.003.75:1.00, minus, in each case, at the option of the Borrower, the sum of less (Aii) the aggregate amount of any voluntary prepayments of the Term Loans, Term Loans (as defined in the First Lien Credit Agreement) and voluntary prepayments of the Revolving Loans under and as defined in the First Lien Credit Agreement (to the extent accompanied by a permanent reduction of in the Aggregate Revolving Loan CommitmentCommitment (as defined in the First Lien Credit Agreement)) and, without duplication, the actual dollar amount paid in connection with Discounted Prepayments made with internally generated funds, in each case, made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(g1.8(f) hereof; provided, in each case however that such prepayment shall not be required, and shall be deemed reduced by an equivalent amount, to the extent made during that (i) a corresponding prepayment is required by the applicable Fiscal Year First Lien Credit Agreement as in effect on the date hereof to be applied to the extent First Lien Debt and (ii) such prepayment has not financed through been expressly waived or declined by the issuance of Stock or Stock Equivalents or the incurrence of IndebtednessFirst Lien Lenders. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e)the Compliance Certificate.

Excess Cash Flow. Within five (5) Business Days after Until the annual financial statements are required to be delivered pursuant to Section 4.1(a) hereofTerm Loan Maturity Date, as the case may be, commencing with such annual financial statements for the Fiscal Year fiscal year ending on December 31September 30, 2017 (for the period from the Restatement Effective Date through December 31, 2017)2021, the Borrower shall deliver to Agent a written calculation Borrowers shall, within 90 days after the end of Excess Cash Flow each fiscal year of the Credit Parties and their Subsidiaries for such Fiscal Year Borrower, prepay the Term Loans on a pro rata basis, until the Terms Loans have been repaid in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, full in an amount equal to (i) 50% of such Excess Cash Flow, Flow for the immediately preceding fiscal year if the First Lien Net Consolidated Leverage Ratio (as calculated in the manner set forth determined on Exhibit 4.2(b)) as of the last day of such Fiscal Year is fiscal year, for the period of four fiscal quarters then ending, was greater than 2.75 or equal to 2.00 to 1.00, (ii) 25% of such Excess Cash Flow, Flow for the immediately preceding fiscal year if the First Lien Net Consolidated Leverage Ratio as of determined on the last day of such Fiscal Year is fiscal year, for the period of four fiscal quarters then ending, was less than or equal to 2.75 2.00 to 1.00, but greater than 2.25 or equal to 1.00 to 1.00 and (iii) 0% of such Excess Cash Flow, Flow for the immediately preceding fiscal year if the First Lien Net Consolidated Leverage Ratio as of determined on the last day of such Fiscal Year is fiscal year, for the period of four fiscal quarters then ending, was less than or equal to 2.25 1.00 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans (to the extent . Each Excess Cash Flow prepayment shall be accompanied by a permanent reduction certificate signed by a Responsible Officer of the Revolving Loan Commitment) made during such Fiscal YearCompany certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and (B) substance satisfactory to Administrative Agent. Each Excess Cash Flow prepayment will be applied to the aggregate amount prepayment of any voluntary prepayments installments due in respect of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans on a pro rata basis and in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e2.3 and 2.16(b).

Excess Cash Flow. Within For each fiscal year of the Borrower ending December 31, 2011 or December 31, 2012 and for each fiscal quarter of the Borrower ending March 31, 2013 or later, no more than five (5) Business Days after the annual financial statements are required to be have been delivered pursuant to Section 4.1(a6.01(a) hereofor 6.01(b), commencing with as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) for such annual financial statements fiscal period (such five Business Day period including, for the Fiscal Year ending on December 31avoidance of doubt, 2017 (for the period from final Business Day thereof being referred to herein as the Restatement Effective Date through December 31, 2017“ECF Prepayment Period”), the Borrower shall deliver to Agent a written calculation prepay an aggregate principal amount of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution Loans equal to the Lenders, an amount equal to excess (iif any) 50% of such Excess Cash Flow, (A) (x) if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Consolidated Leverage Ratio as of the last day of such Fiscal Year fiscal period is less greater than or equal to 2.75 4.50 to 1.00, but greater than 2.25 to 1.00 75% of Excess Cash Flow for such fiscal period and (iiiy) 0% of such Excess Cash Flow, if the First Lien Net Consolidated Leverage Ratio as of the last day of such Fiscal Year fiscal period is less than or equal to 2.25 4.50 to 1.00, minus, in each case, at the option 50% of the Borrower, Excess Cash Flow for such fiscal period over (B) the sum of (A1) the aggregate principal amount of any voluntary prepayments of Revolving Term Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made prepaid during such Fiscal Year, and fiscal period pursuant to Section 2.05(a)(i) other than prepayments funded with the proceeds of Indebtedness with a maturity of twelve months or longer from the date of incurrence of such Indebtedness plus (B2) the aggregate principal amount of any voluntary prepayments of the initial Unsecured Term Loans made Loan Facility prepaid, purchased, redeemed, exchanged or redeemed (x) during such Fiscal Year fiscal period or (other than Discounted Buybacksy) during the ECF 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 fiscal period (without double counting), for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case solely to the extent made during allowed pursuant to Section 7.15(k), other than prepayments funded with the applicable Fiscal Year to proceeds of Indebtedness with a maturity of twelve months or longer from the extent not financed through the issuance date of Stock or Stock Equivalents or the incurrence of such Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).”

Excess Cash Flow. Within five (5) Business Days 120 days after the annual end of each Fiscal Year of the Borrower, Borrower shall prepay an aggregate principal amount of Loans equal to 75% of Excess Cash Flow for the Fiscal Year covered by such financial statements are required to be delivered pursuant to Section 4.1(a) hereofbeginning with the Fiscal Year ending December 31, commencing with such annual financial statements 2016 (provided that the Excess Cash Flow for the Fiscal Year ending on December 31, 2017 (2016 shall be calculated for the period from the Restatement Effective Closing Date through December 31, 2017)2016) less, the Borrower shall deliver to Agent without duplication of amounts deducted in any prior period, on a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, dollar-for-dollar basis an amount equal to 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) 50% of such Excess Cash Flow, if the First Lien Consolidated Total Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) 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 3.00 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 greater than 2.75 continuing, Borrower shall prepay an aggregate principal amount of Loans equal to 1.00, 50% of Excess Cash Flow for such Fiscal Year and (ii) 25% of such Excess Cash Flow, if the First Lien Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year is less than or equal by reference to 2.75 the Compliance Certificate delivered together with the financial statements delivered pursuant to 1.00, but greater than 2.25 Section 6.01(a) for such Fiscal Year) shall be 2.50 to 1.00 and (iii) 0% of such Excess Cash Flow, if the First Lien Net Leverage Ratio or less as of the last day end of such the most recent two consecutive Fiscal Year Quarters and no Default or Event of Default has occurred and is less than or continuing, Borrower shall prepay an aggregate principal amount of Loans equal to 2.25 to 1.00, minus, in each case, at the option 25% of the Borrower, 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 Commitment) made during Excess Cash Flow for such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five No later than ten (510) Business Days after the annual date on which the audited financial statements with respect to any Excess Cash Flow Period 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, 20175.01(a), the Borrower shall deliver make prepayments of Term Loans in accordance with Sections 2.10(h) and (i) in an aggregate principal amount equal to Agent a written calculation (x) the following percentage of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if Flow Period based on the First Lien Secured Net Leverage Ratio (as calculated in for the manner set forth Test Period ending on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash FlowFlow Period minus (y) without duplication of any kind, if the First Lien Net Leverage Ratio as of the last day of all voluntary prepayments made during such Fiscal Year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and fiscal year (iii) 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 or equal to 2.25 to 1.00, minus, in each caseor, at the option of the Borrower, after such fiscal year but prior to the sum date the mandatory prepayment required by this Section 2.10(f) is to be made but without duplication of any amount reducing any prepayment requirement to be made pursuant to this Section 2.10(f) with respect to any subsequent period) to the extent funded with Internally Generated Funds and applied by Borrower to (A) Term Loans (including purchases of the aggregate Term Loans by any Company at or below par (to the extent a pro rata offer was made to all Term Lenders), in which case the amount of any voluntary prepayments of Revolving Term Loans shall be deemed not to exceed the actual cash purchase price of such Term Loans below par) or (B) Senior Priority Obligations (but, in the case of any revolving loans, only to the extent accompanied by a concurrent and concomitant permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted Buybacksrelated revolving commitments), for application to the Loans in accordance with the provisions as applicable: Secured Net Leverage Ratio Percentage of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow Greater than or equal to 5.25 to 1.00 50.0% Greater than or equal to 4.75 but less than 5.25 to 1.00 25.0% Less than 4.75 to 1.00 0% provided, that no prepayment shall be calculated required under this Section 2.10(f) unless the amount thereof (after giving effect to the foregoing clause (y)) would equal or exceed $15,000,000 (and, in the manner set forth such case, only such amount in Exhibit 1.8(eexcess of $15,000,000 shall be required to be prepaid).

Excess Cash Flow. Within Subject to the 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 Borrower Issuer shall deliver to Agent each Purchaser a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e1.8(d) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower Issuer and concurrently therewith shall deliver to Agent, for distribution to prepay the Lenders, Term Loans by an amount equal to (i) 50% of such Excess Cash Flow, Flow if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) to the First Lien Credit Agreement) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the BorrowerIssuer, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans revolving loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitmentrevolving 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 (other than Discounted BuybacksBuybacks (as such term is defined in the First Lien Credit Agreement on the Restatement Effective Date)), for application to the Loans Term Loans, subject to Section 1.8(g), in accordance with the provisions of Section 1.8(g1.8(e) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e1.8(d).

Excess Cash Flow. Within five three (53) Business Days after the annual financial statements are required to be delivered pursuant to Section 4.1(asubsection 5.1(a) hereof, commencing with such annual financial statements for the Fiscal Year fiscal year ending on December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017)2005, the Borrower Borrowers’ Agent shall deliver to the Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries Borrowers for such Fiscal Year in the form of Exhibit 1.8(e) year and certified as correct on behalf of the Credit Parties Borrowers by a Responsible Officer of the Borrower Company and concurrently therewith shall deliver to the Agent, for distribution to the LendersBanks, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Total Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) Ratio, determined as of the last day of such Fiscal Year fiscal year is equal to or greater than 2.75 2.00 to 1.00, an amount equal to (iiA) 25% seventy-five percent (75%) of such Excess Cash Flow, if the First Lien Net Leverage Ratio as Flow less (B) all optional prepayments of the last day of such Fiscal Year is less than Term Loans, or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and the Term Loans (iiiForeign Currency) 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 or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans (to the extent where such prepayment is accompanied by a permanent reduction of the Revolving Loan CommitmentCommitment Amounts) made during such Fiscal Yearperiod, and or (ii) if such Total Leverage Ratio, determined as of the last day of such fiscal year, is less than 2.00 to 1.00, an amount equal to (A) fifty percent (50%) of such Excess Cash Flow less (B) the aggregate amount of any voluntary all optional prepayments of the Term Loans, or the Term Loans (Foreign Currency) or Revolving Loans (where such prepayment is accompanied by a permanent reduction of the Revolving Commitment Amounts) made during such Fiscal Year (other than Discounted Buybacks)period, in either such case, for application to the Loans in accordance with the provisions of Section 1.8(gsubsection 2.8(e) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five (5) The Borrower shall pay or cause to be paid to the Administrative Agents, within 10 Business Days after the annual financial statements are required to last date Financial Statements can be delivered pursuant to Section 4.1(a6.1(b) hereof, commencing with such annual financial statements for the any Fiscal Year ending on or after December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017), the Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders2016, an amount equal to the remainder of (iA) 50% of such the Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of Flow for such Fiscal Year is greater minus (B) the aggregate principal amount of all optional prepayments of Loans made pursuant to Section 2.7 or 2.21 and all mandatory prepayments of Revolving Loans pursuant to Section 2.8 (other than 2.75 to 1.00, clause (iia)) 25% (but (x) in the case of an optional prepayment of Revolving Loans or Swing Loans or any such Excess Cash Flow, if the First Lien Net Leverage Ratio as mandatory prepayment of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minusRevolving Loans, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans (only to the extent accompanied by a corresponding permanent reduction of in the Revolving Loan CommitmentCredit Commitments and (y) made in the case of any prepayments of Term Loans pursuant to Section 2.21, the amount deducted shall be limited to the amount of cash actually used to prepay principal of such outstanding Term Loans) during such Fiscal Year, and in each case, other than any such prepayments made with the proceeds of long-term Indebtedness (Bother than with Loans under the Revolving Credit Facility) or directly with proceeds received from the aggregate amount issuance of common Stock or Preferred Stock of the Borrower; provided, however, in the event that the Consolidated Secured Leverage Ratio of the Borrower as of the end of any voluntary prepayments of Fiscal Year, commencing with the Term Loans made during Fiscal Year ending December 31, 2016, is equal to or less than (x) 2.50:1.00, then such percentage for such Fiscal Year shall be reduced to 25% or (other than Discounted Buybacks)y) 2.00:1.00, then such percentage for application to the Loans in accordance with the provisions of Section 1.8(g) hereof, in each case to the extent made during the applicable such Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e)reduced to 0%.

Excess Cash Flow. Within Subject to the 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 Borrower Issuer shall deliver to Agent each Purchaser a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e1.8(d) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower Issuer and concurrently therewith shall deliver to Agent, for distribution to prepay the Lenders, Term Loans by an amount equal to (i) 50% of such Excess Cash Flow, Flow if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) to the First Lien Credit Agreement) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the BorrowerIssuer, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans revolving loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitmentrevolving 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 (other than Discounted BuybacksBuybacks (as such term is defined in the First Lien Credit Agreement on the Closing Date)), for application to the Loans Term Loans, subject to Section 1.8(g), in accordance with the provisions of Section 1.8(g1.8(e) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e1.8(d).

Excess Cash Flow. Within five (5) Business Days after On or prior to the date on which annual financial statements are required to be delivered pursuant to Section 4.1(aSubsection 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification) hereoffor each fiscal year (the “subject fiscal year”) of Parent and its Subsidiaries, commencing with such annual financial statements for the Fiscal Year fiscal year ending on closest to December 31, 2017 (for 2016 and until the period from the Restatement Effective Date through December 31, 2017)Loans are repaid in full, the Borrower shall deliver to the Administrative Agent a written calculation statement of a Financial Officer of Parent or the Borrower (which statement may be included in the Officer’s Compliance Certificate for such fiscal year) calculating the Excess Cash Flow for the subject fiscal year, and, if there shall be Excess Cash Flow, then within five (5) Business Days of the Credit Parties and their Subsidiaries for delivery of such Fiscal Year in written statement shall pay to the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Administrative Agent, for distribution to the ratable account of the applicable Lenders, an amount equal to the (i) 50% of Applicable Recapture Rate (as defined below) multiplied by such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, minus (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal 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 last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Term A Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Yearthe subject fiscal year pursuant to clause (c) of Subsection 2.1.8 (Voluntary Commitment Reductions and Prepayments), and minus (Biii) the aggregate amount of any voluntary prepayments of the Term B Loans made during such Fiscal Year the subject fiscal year pursuant to clause (other than Discounted Buybacks), for application to the Loans in accordance with the provisions d) of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).Subsection 2.1.8 (Voluntary Commitment

Excess Cash Flow. Within five No later than the fifth (5) Business Days Day after the annual date on which financial statements with respect to each fiscal year of the Borrower are required to be delivered pursuant to Section 4.1(a5.01(a) hereof, commencing (beginning with such annual financial statements for the Fiscal Year fiscal year ending on December March 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017)2020, the Borrower shall deliver prepay the then outstanding principal amount of Initial Term Loans by an amount equal to Agent a written calculation (A) 50% of Excess Cash Flow of the Credit Parties Borrower and their its Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf most recently completed fiscal year of the Credit Parties by a Responsible Officer of Borrower; provided that the Borrower and concurrently therewith foregoing percentage shall deliver be reduced to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if when the First Lien Net Senior Leverage Ratio as of the last day of such Fiscal Year the relevant fiscal year is equal to or less than or equal to 2.75 3.00 to 1.00, but greater than 2.25 to 1.00 and (iii) 0% of such Excess Cash Flow, if when the First Lien Net Senior Leverage Ratio as of the last day of such Fiscal Year the relevant fiscal year is equal to or less than or equal 2.50 to 2.25 to 1.00, minus, in each case, at 1.00 minus (B) (i) the option of the Borrower, the sum principal amount of (A1) the aggregate amount of any voluntary prepayments of Term Loans and (2) any Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitmentrelevant revolving commitment) made voluntarily prepaid pursuant to Section 2.11(a) during such Fiscal Year, fiscal year and (Bii) the aggregate amount purchases of any Term Loans pursuant to Section 9.04(e); provided further that any payment made pursuant to this Section 2.11(c)(ii)(C) shall exclude the portion of Excess Cash Flow, if any, that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition; provided further that no such voluntary prepayments of shall reduce the Term Loans payments required to be made during such Fiscal Year (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of under this Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year financed with long-term Indebtedness. The amount of each such prepayment shall be applied to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtednessoutstanding Initial Term Loans until paid in full. Excess Cash Flow Any payment under this clause (C) shall be calculated in the manner set forth in Exhibit 1.8(e)an “ECF Payment”.

Excess Cash Flow. Within five (5) Business Days after the annual earlier of the delivery of the Compliance Certificate accompanying delivery of the financial statements are under Section 4.1(a)(ii) hereof (commencing with the fiscal year ending December 31, 2008) or the date such Compliance Certificate is 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)delivered, the Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 5075% of such Excess Cash Flow, Flow minus the amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction to the Revolving Loan Commitments) during such fiscal year if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year fiscal year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and 4.00:1.0, (iiiii) 050% of such Excess Cash Flow, Flow minus the amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction to the Revolving Loan Commitments) during such fiscal year if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year fiscal year is less than or equal to 2.25 to 1.00, minus, in each case, at 4.00:1.0 but greater than 3.25:1.0 or (iii) 25% of such Excess Cash Flow minus the option of the Borrower, the sum of (A) the aggregate amount of any voluntary prepayments of Term Loans and Revolving Loans (to the extent accompanied by a corresponding permanent reduction of to the Revolving Loan CommitmentCommitments) made during such Fiscal Year, and (B) fiscal year if the aggregate amount of any voluntary prepayments Leverage Ratio as of the Term Loans made during last day of such Fiscal Year (other fiscal year is less than Discounted Buybacks)or equal to 3.25:1.0 provided, that no such payment shall be required if the Leverage Ratio is less than or equal to 2.50:1.0, for application to the Loans in accordance with the provisions of Section 1.8(gsubsection 1.10(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).

Excess Cash Flow. Within five No later than ten (510) Business Days after the annual date on which the audited financial statements with respect to any Excess Cash Flow Period 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, 20175.01(a), the Borrower shall deliver make prepayments of Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to Agent a written calculation (x) the following percentage of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if Flow Period based on the First Lien Net Leverage Ratio (as calculated in for the manner set forth Test Period ending on Exhibit 4.2(b)) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash FlowFlow Period minus (y) without duplication of any kind, if the First Lien Net Leverage Ratio as of the last day of all voluntary prepayments made during such Fiscal Year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and fiscal year (iii) 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 or equal to 2.25 to 1.00, minus, in each caseor, at the option of the Borrower, after such fiscal year but prior to the sum date the mandatory prepayment required by this Section 2.10(f) is to be made but without duplication of any amount reducing any prepayment requirement to be made pursuant to this Section 2.10(f) with respect to any subsequent period) to the extent funded with Internally Generated Funds and applied by Borrower to (A) Term Loans (including purchases of the aggregate Term Loans by any Company at or below par (to the extent a pro rata offer was made to all Term Lenders), in which case the amount of any voluntary prepayments of Term Loans shall be deemed not to exceed the actual cash purchase price of such Term Loans below par) or (B) Revolving Loans (but only to the extent accompanied by a concurrent and concomitant permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year (other than Discounted BuybacksCommitments), for application to the Loans in accordance with the provisions as applicable: First Lien Net Leverage Ratio Percentage of Section 1.8(g) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).Greater than or equal to 4.00:1.00 75.0% Greater than or equal to 3.50:1.00 but less than 4.00:1.00 50.0% Greater than or equal to 3.00 but less than 3.50:1.00 25.0% Less than 3.00:1.00 0%

Excess Cash Flow. Within five ninety (590) Business Days days after the annual financial statements are required to be delivered pursuant to Section 4.1(a) hereof, end of each fiscal year (commencing with such annual financial statements for the Fiscal Year fiscal year ending on or about December 31, 2017 (for the period from the Restatement Effective Date through December 31, 20172020), the Borrower shall deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(e) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to (i) 50% of such Excess Cash Flow, if the Borrower’s First Lien Net Leverage Ratio (as Ratio, calculated in the manner set forth on Exhibit 4.2(b)) a Pro Forma Basis and as of the last day end of such Fiscal Year fiscal year is (A) greater than 2.75 to 1.00, the Borrower shall prepay the Term Loans in an aggregate amount equal to 50% of the Excess Cash Flow for such fiscal year (iisuch prepayments to be applied as set forth in clause (vi) below), (B) equal to or less than 2.75 to 1.00 but greater than 2.50 to 1.00, the Borrower shall prepay the Loans in an aggregate amount equal to 25% of such the Excess Cash Flow, if the First Lien Net Leverage Ratio Flow for such fiscal year (such prepayments to be applied as of the last day of such Fiscal Year is set forth in clause (vi) below) and (C) equal to or less than or equal to 2.75 2.50 to 1.00, but greater than 2.25 the Borrower shall not be required prepay the Loans; in each case, minus, if not deducted in any prior fiscal year, on a dollar-for-dollar basis (not to 1.00 exceed the amount of cash actually spent), the aggregate amount of (1) all voluntary prepayments, repurchases or redemptions of the loans under any Revolving Facility or any revolving Additional First Lien Debt (accompanied by a corresponding permanent reduction in the aggregate Revolving Committed Amount) and (iii2) 0% all voluntary prepayments, repurchases or redemptions of such Excess Cash Flow, if the loans under any Term Loan Facility and any Additional First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minusDebt, in each case, at secured on a pari passu basis with the option of Initial Term Loan Facility and repurchased or redeemed on a pro rata basis or less than pro rata basis with the BorrowerInitial Term Loan Facility; provided, the sum of (A) the aggregate amount of any voluntary prepayments of Revolving Loans (in each case, prepayments, repurchases or redemptions to the extent accompanied by a permanent reduction funded with the proceeds of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans made during such Fiscal Year long-term funded Indebtedness (other than Discounted Buybacks), for application to the Loans in accordance with the provisions of Section 1.8(gRevolving Loans) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e)excluded.