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 (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) 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) 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 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 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 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 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)2014, 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 (A) (i) 5025% of such Excess Cash Flow, Flow if the First Lien Net Senior 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 1.001.00:1.00 or greater, or (ii) 250% of such Excess Cash Flow, Flow if the First Lien Net Senior 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 1.00:1.00 minus (iiiB) 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 Loans (made pursuant to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made Section 1.7 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 subsection 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).” (g) Each of Subsection 1.9(b), Section 10.2 and Section 10.3 of the Credit Agreement are hereby amended by deleting the references to “date hereof” set forth therein and inserting “Fourth Amendment Date” in their place. (h) Section 3.11(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

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 (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 The Borrower has requested that the undersigned Lenders consent to the following amendments to the Credit Agreement: (a) Amend Section 2.04(b)(i) of the Credit Agreement to delete the existing clause (i) and replace it in its entirety with the following: (i) (x) For the fiscal year ending December 31, 2020, on or prior to April 5, 2021, the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of Committed Loans on a pro rata basis in an amount equal to $17,500,000.00; (y) For the fiscal year ending December 31, 2021, within five (5) Business Days after the annual financial statements are required to be have been delivered pursuant to Section 4.1(a6.01(b) hereof, commencing with and the related officer’s certificate has been delivered pursuant to Section 6.02 for 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)fiscal year, 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 make an offer to the Lenders, Lenders to prepay an aggregate principal amount of Committed Loans on a pro rata basis in an amount equal to the greater of (iA)(1) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of such Excess Cash Flow, if any, for the First Lien Net fiscal year covered by such financial statements minus (2) any voluntary prepayments of Committed Loans (or any Permitted Refinancing Indebtedness thereof) during such fiscal year or during the period between the end of such fiscal year and the date by which any such prepayment is due (without duplication of any such credit in any prior or subsequent fiscal year) pursuant to Section 2.04(a) to the extent such prepayments are not funded with the proceeds of long-term Indebtedness; provided that (I) the ECF Percentage shall be 25% if the Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b)) determined as of the last day of the fiscal year covered by such Fiscal Year financial statements is less than 2.00 to 1.00 and greater than 2.75 or equal to 1.00, 1.50 to 1.00 and (iiII) 25the ECF Percentage shall be 0% of such Excess Cash Flow, if the First Lien Net Leverage Ratio determined as of the last day of the fiscal year covered by such Fiscal Year financial statements is less than or equal to 2.75 to 1.00, but greater than 2.25 1.50 to 1.00 and (iiiB) 0$8,157,000.00; and (z) Commencing with the fiscal year ending December 31, 2022, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(b) and the |US-DOCS\122035634.5|| related officer’s certificate has been delivered pursuant to Section 6.02 for such fiscal year, the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of Committed Loans on a pro rata basis in an amount equal to (A) 50% of such Excess Cash Flow, if any, for the First Lien Net fiscal year covered by such financial statements minus (B) any voluntary prepayments of Committed Loans (or any Permitted Refinancing Indebtedness thereof) during such fiscal year or during the period between the end of such fiscal year and the date by which any such prepayment is due (without duplication of any such credit in any prior or subsequent fiscal year) pursuant to Section 2.04(a) to the extent such prepayments are not funded with the proceeds of long-term Indebtedness; provided that (1) the ECF Percentage shall be 25% if the Leverage Ratio determined as of the last day of the fiscal year covered by such Fiscal Year financial statements is less than 2.00 to 1.00 and greater than or equal to 2.25 1.50 to 1.00 and (2) the ECF Percentage shall be 0% if the Leverage Ratio determined as of the last day of the fiscal year covered by such financial statements is less than 1.50 to 1.00, minus, .” (b) Amend the definition of “Excess Cash Flow” in each case, at the option Section 1.01 of the Borrower, Credit Agreement to delete the sum of existing clause (Aa)(iii) 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, thereof 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 replace it in accordance its entirety 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).following:

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 No later than the earlier of (i) 100 days after the end of the period beginning July 1, 2004 and ending December 31, 2005 and each fiscal year of Borrower thereafter and (ii) 10 days following the date on which the financial statements with respect to such period are delivered pursuant to subsection 8.1.3(ii)(A), if, and to the extent that, at the time that a prepayment of Term Loans or other Obligations would be otherwise required under this subsection 3.3.4, the Available Liquidity is greater than or equal to $50,000,000 after giving effect to such prepayment, then Borrower shall, to the extent it does not apply such Excess Cash Flow to the obligations under the First Lien Debt Documents through the optional or mandatory prepayment of the principal amount of such obligations (and, if such prepayment is in respect of an amount that can, by its terms, be reborrowed, a corresponding permanent reduction of commitments) pursuant to the terms thereof, pay to Administrative Agent for the ratable benefit of Lenders an amount equal to 50% of Excess Cash Flow for the period or fiscal year, as applicable, then ended; provided that any Lender may elect, by notice to Administrative Agent at least five (5) Business Days after prior to the annual financial statements are required applicable prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this subsection 3.3.4 with respect to the prepayment to be delivered pursuant to Section 4.1(a) hereof, commencing with such annual financial statements made for the Fiscal Year period ending on December 31, 2017 (2005, in which case the amount of such prepayment that would have been applied to prepay Term Loans but was so declined may be retained by Borrower to be used for the period from the Restatement Effective Date through December 31, 2017), the any other purpose permitted by this Agreement. Borrower shall deliver agrees to notify Administrative Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for amount of any prepayment to be offered to the Lenders pursuant to this subsection 3.3.4 at least seven (7) Business Days prior to the applicable prepayment date. Any such Fiscal Year prepayment shall be applied to the Term Loans 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 manner specified in clause (i) 50% of such Excess Cash Flow, if subsection 3.3.1 until the First Lien Net Leverage Ratio (as calculated payment thereof 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)full.

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 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 The Borrowers shallSECTION 2.8 pay or cause to be paid to the Administrative Agent, within five (5) Business Days after the annual last date consolidated financial statements are required to of the U.S. Borrower may be delivered pursuant to Section 4.1(a6.1(c) hereoffor any Fiscal Year (the “ECF Payment Date”), commencing beginning 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 Lenders2020, an amount equal to (i) 50% of such Excess Cash FlowFlow for such Fiscal Year; provided, if however, that in the First Lien Net event that the Consolidated Total Leverage Ratio (as calculated in of the manner set forth on Exhibit 4.2(b)) U.S. Borrower as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 2.75 3.00:1.00, such percentage shall be reduced to 1.0025%, (ii) 25% of such Excess Cash Flow, if and in the First Lien Net event that the Consolidated Total Leverage Ratio of the U.S. Borrower as of the last day of such Fiscal Year is equal to or less than or equal 3.00:1.00, such percentage shall be reduced to 2.75 to 1.000%; provided, but greater than 2.25 to 1.00 and further, that (iiix) 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 the Term Loans, Replacement Loans (to the extent accompanied by or Incremental Equivalent Debt that is secured on a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of pari passu basis with the Term Loans made during such Fiscal Year or prior to the ECF Payment Date (other than Discounted Buybackscalculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), for application (y) voluntary prepayments of the Revolving Loans made during such Fiscal Year or prior to the ECF Payment Date (without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year) to the extent accompanied by an equal permanent reduction in the Revolving Credit Commitments and (z) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 11.2(h) prior to the date such payment is due and, in each case under this clause (z), based upon the actual amount of cash paid by the U.S. Borrower and any of its Restricted Subsidiaries in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.8(a) in the prior Fiscal Year, in each case shall reduce by an equal amount the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the U.S. Borrower or any Restricted Subsidiary is required to prepay or offer to repurchase any Indebtedness that is secured on a pari passu basis with the Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the amount otherwise required to be prepaid, then the Borrowers may apply such portion of the amount otherwise required to be prepaid on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such amount otherwise required to be prepaid allocated to the Other Applicable Indebtedness shall not exceed the amount of such amount otherwise required to be prepaid required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such amount otherwise required to be prepaid shall be allocated to the Term Loans in accordance with the provisions of Section 1.8(gterms hereof) hereof, in each case to the extent made during prepayment of the applicable Fiscal Year Term Loans and to the extent not financed through prepayment or repurchase of the issuance relevant Other Applicable Indebtedness, and the amount of Stock or Stock Equivalents or prepayment of the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(e).Term Loans that would have otherwise 74 [[5628733]]

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).