Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”), beginning with the Fiscal Year ending December 31, 2019, an amount equal to 50% of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause Within 10 days of delivery to be paid Agent of audited annual financial statements pursuant to Section 5.1, commencing with the Administrative Agentdelivery to Agent of the financial statements for Parent's fiscal year ended December 31, within 5 Business Days after 2015 or, if such financial statements are not delivered to Agent on the last date Financial Statements can such statements are required to be delivered pursuant to Section 6.1(c5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, Borrowers shall (A) for any Fiscal Year (if such financial statements demonstrate that the “ECF Payment Date”)Leverage Ratio of Parent and its Subsidiaries as of the end of such fiscal year was greater than 3.5:1.0, beginning prepay the outstanding principal amount of the Obligations in accordance with the Fiscal Year ending December 31, 2019, Section 2.4(f)(iv) in an amount equal to (1) 50% of the Excess Cash Flow of Parent and its Subsidiaries for such fiscal year, minus (2) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of the Term Loans made by Borrowers during such fiscal year, (B) if such financial statements demonstrate that the Leverage Ratio of Parent and its Subsidiaries as of the end of such fiscal year was less than or equal to 3.5:1.0 but greater than 2.0:1.0, prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iv) in an amount equal to (1) 25% of the Excess Cash Flow of Parent and its Subsidiaries for such fiscal year, minus (2) the aggregate amount of all voluntary prepayments in respect of the outstanding principal balance of the Term Loans made by Borrowers during such fiscal year, and (C) if such financial statements demonstrate that the Leverage Ratio of Parent and its Subsidiaries as of the end of such fiscal year was 2.0:1.0 or less, then no prepayment shall be required; provided, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(vi) shall exclude the portion of Excess Cash Flow for such Fiscal Year; provided, however, that in is attributable to the event target of a Permitted Acquisition and that accrued prior to the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day closing date of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%Permitted Acquisitions; provided, provided further, that in the event that the Consolidated Total Leverage Ratio case of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00fiscal year ended December 31, such percentage 2015, Borrowers shall only be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required obligated to prepay or offer to repurchase any Indebtedness that is secured on a pari passu basis with the Initial 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 Borrower 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 Obligations in an amount otherwise required to be prepaid allocated equal 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 terms hereof) to the prepayment applicable percentage of the Term Loans and to the prepayment or repurchase Excess Cash Flow of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower Parent and its Restricted Subsidiaries or applied by for the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreementperiod commencing on July 1, 2015 and ending on December 31, 2015. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Not later than the date 45 days after June 30, ---------------- 2002 and December 31, 2002, the Borrower shall pay or cause prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.05(k)), and/or the Revolving Credit Commitments and/or the Incremental Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of Excess Cash Flow for the two fiscal quarter period ending on such date, such prepayment and/or reduction to be paid effected in Amendment No. 5 --------------- each case in the manner and to the Administrative Agent, within 5 Business Days extent specified in clause (vi) of this paragraph. Not later than the date 90 days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (end of each fiscal year of the “ECF Payment Date”), beginning Borrower commencing with the Fiscal Year fiscal ending December 31, 20192003, the Borrower shall prepay the Loans (and/or provide cover for LC Exposure as specified in Section 2.05(k)), and/or the Revolving Credit Commitments and/or the Incremental Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount equal to 50(A) 75% of Excess Cash Flow for such Fiscal Year; providedfiscal year minus ----- (B) the aggregate amount of optional prepayments of Term Loans (if any) made during such fiscal year pursuant to paragraph (a) of this Section and, howeverafter the payment in full of the Term Loans, that the aggregate amount of voluntary reductions of the Revolving Credit Commitments and the Incremental Revolving Credit Commitments made during such fiscal year pursuant to Section 2.08(b), such prepayment and/or reduction to be effected in each case in the event manner and to the extent specified in clause (vi) of this paragraph; provided that no such -------- prepayment under this clause (iv) shall be required with respect to any such fiscal year if the Consolidated Total Leverage Ratio of the Group Members in effect determined as of the last day of such Fiscal Year fiscal year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that 3.0:1.0 (as set forth in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis certificate with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject respect to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment fiscal year delivered pursuant to Section 2.8(d6.01(c)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days From and after the last date Financial Statements can be delivered pursuant to Effective Date, clause (viii) of Section 6.1(c6.11.1(a) for any Fiscal Year of the Loan Agreement is hereby amended so that commencing on the first Monthly Payment Date after the Execution Date and on each Monthly Payment Date thereafter, except during the continuance of an Event of Default, all amounts remaining in the Cash Management Account after the payment of the amounts set forth in clauses (i) through (vii) of Section 6.11.1(a) of the Loan Agreement (the “ECF Payment DateExcess Cash Flow”), beginning with shall be deposited into an Account (the Fiscal Year ending December 31, 2019, an amount equal to 50% of “Excess Cash Flow for Account”) established to hold such Fiscal Year; providedfunds (such funds, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of “Excess Cash Flow in any prior Fiscal YearFunds”). So long as no Event of Default has occurred and no Termination Event has occurred, (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 funds in the calculation of Excess Cash Flow in any prior Fiscal Year) to the extent accompanied by an equal permanent reduction Account shall be disbursed in the Revolving Credit Commitments following order and priority, (za) first, on each Monthly Payment Date, if the amount of any reduction amounts on deposit in the outstanding amount of any Term Loans resulting from any assignment made Cash Management Account for the applicable Interest Period are insufficient to pay all amounts required to be funded in accordance with clauses (i) through (vii) of Section 11.2(h6.11.1(a) prior of the Loan Agreement for the upcoming calendar month, 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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 shortfalls for 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 upcoming calendar month in accordance with the terms hereoforder and priority of such waterfall, (b) second, on any Monthly Payment Date on which a Principal Paydown Payment is due, up to $250,000.00 per month shall be applied toward such Principal Paydown Payment, and (c) third, any remaining funds to be disbursed into an Account established to hold such funds (the “All-Purpose Reserve Account”) to be used for the prepayment costs of the Term Loans Approved Capital Expenditures and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans PIP Alterations in accordance with the terms provisions of Section 4.1(d) hereof. 61 [[3901999]] with a SaleFrom and after the Effective Date, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice the provisions of Section 6.9 of the Loan Agreement shall be due of no further force and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreementeffect. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within five Business Days after the last date Financial Statements can financial statements have been delivered or are required to be delivered pursuant to Section 6.1(c6.01(a) for any Fiscal Year (and the “ECF Payment Date”related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), beginning in each case, commencing with the Fiscal Year first full fiscal year ending December 31after the Closing Date, 2019the Borrower shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Term Loans equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (1) all voluntary prepayments of (x) First Lien Term Loans and any other term loans that are Senior Priority Lien Debt and (y) the Term Loans and any other term loans that are Pari Passu Lien Debt (in each case, including (x) those made through debt buybacks and in the case of below-par repurchases in an amount equal to 50% the discounted amount actually paid in cash in respect of Excess Cash Flow for such Fiscal Year; providedbelow-par repurchase and (y) payments pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent any First Lien Term Loans, howeverother Senior Priority Lien Debt, that Term Loans or other Pari Passu Lien Debt are retired instead of assigned)), (2) all voluntary payments and prepayments of Revolving Loans (as defined in the event First Lien Credit Agreement) and any other revolving loans that are Pari Passu Lien Debt, in each case to the Consolidated Total Leverage Ratio extent accompanied by a corresponding permanent reduction in commitments, (3) all voluntary prepayments of Junior Lien Debt to the extent permitted hereunder, (4) all voluntary prepayments of Indebtedness secured by Liens on Excluded Assets, and (5) all voluntary prepayments of Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors, in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the proceeds of Funded Debt and (III) including, for the avoidance of doubt, assignments of such Indebtedness to the Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the Group Members amount paid in effect as of the last day of connection with such Fiscal Year assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%$10,000,000; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, provided further that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay repay or repurchase or to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Initial Term Loans or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Indebtedness Pari Passu Lien Debt required to be so prepaid repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”) with any portion of the amount otherwise required to be prepaid), then the Borrower may apply such portion of the amount otherwise required to be prepaid Excess Cash Flow 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 terms hereof) to the prepayment of the Term Loans and to the prepayment repayment or repurchase re-purchase of the relevant Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a2.07(b)(i) shall be reduced accordingly; providedaccordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, further, with it being agreed that the portion of Excess Cash Flow allocated to the extent the holders of the Other Applicable ECF Indebtedness decline to have such Indebtedness prepaid or repurchased, shall not exceed the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) Excess Cash Flow required to be applied allocated to prepay the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within ten (10) Business Days after the last date Financial Statements can be financial statements have been (or were required to be) delivered pursuant to Section 6.1(c6.01(a) for any Fiscal Year and the related Compliance Certificate has been (the “ECF Payment Date”or was required to be) delivered pursuant to Section 6.02(a), beginning with the Fiscal Year ending December 31Borrower shall, 2019subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the final proviso below) of Excess Cash Flow for the fiscal year covered by such Fiscal Yearfinancial statements commencing with the fiscal year ended on or around December 31, 2018 minus (B) the aggregate amount of voluntary principal prepayments of the Term Loans pursuant to Section 2.05(a)(i), minus (C) the aggregate amount of voluntary principal prepayments of the First Lien Loans pursuant to Section 2.05(a)(i) of the First Lien Credit Agreement (except prepayments of Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility (each as defined in the First Lien Credit Facility); (D) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iv) hereof or Section 2.05(a)(iv) of the First Lien Credit Agreement and all open market repurchases of Term Loans pursuant to Section 10.07(i) or of First Lien Term Loans pursuant to Section 10.07(i) of the First Lien Credit Agreement (in the case of clauses (B) through (D), to the extent such payments and/or prepayments are made prior to the date of such Excess Cash Flow payment (but without including in clauses (B) through (D) any amount included therein in any prior period) except to the extent financed with the proceeds of long-term indebtedness) minus (D) $5,000,000; provided that such amount shall not be less than zero; provided, howeverfurther, that in such percentage shall be reduced to 25% or 0% if the event that the Consolidated Total Secured Net Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but fiscal year was not greater than 3.00:1.005.75:1.00 or 5.25:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreementrespectively. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to On the Administrative Agentforty-fifth (45th) day following the end of each fiscal quarter of the Company, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”), beginning commencing with the Fiscal Year fiscal quarter ending December March 31, 20192002, an amount the Company shall prepay the Scheduled Repayments in the inverse order of their respective maturities in amounts equal to 5080% of Excess Cash Flow for such Fiscal Yearfiscal quarter; providedPROVIDED, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, furtherHOWEVER, that if at the time that of any such required prepayment would be requiredthe Company and its Subsidiaries shall have not yet completed its anticipated repair of the reactivation kiln located at Xxxxxxxx & Suttcliffe Corporation, and the Borrower or any Restricted Subsidiary aggregate amount actually expended for such repairs through such date is required to prepay or offer to repurchase any Indebtedness that is secured on a pari passu basis with the Initial Term Loans pursuant less than $500,000, then: (i) subject to the terms of the documentation governing such Indebtedness Company's compliance with CLAUSE (such Indebtedness required to be so prepaid or offered to be so repurchasedii) below, “Other Applicable Indebtedness”) with any portion of the amount otherwise required to be prepaid, then the Borrower may apply such portion of the amount otherwise required to be prepaid on under this section and applied as a pro rata basis (determined on the basis prepayment of the aggregate outstanding principal Scheduled Repayments with respect to such fiscal quarter period ended shall be reduced by an amount equal to the lesser of (x) the Term Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such amount otherwise required to be so prepaid allocated and applied hereunder for such period and (y) an amount (not less than zero) equal to $500,000 MINUS the Other Applicable Indebtedness shall not exceed the aggregate amount of such expenditures actually made by the Company prior to such date MINUS the aggregate amount otherwise required of Kiln Reserves maintained by the Agent at such time under and as defined in CLAUSE (ii) below (prior to be prepaid required any increase in such reserve on such date with respect to be allocated payments made with respect to the Other Applicable Indebtedness fiscal quarter then ended); and (ii) an amount equal to the lesser of (x) the sum of the reduction determined pursuant to CLAUSE (i) above for such fiscal quarter ended plus 20% of Excess Cash Flow for such fiscal quarter ended and (y) the amount determined pursuant to CLAUSE (i)(y) above, shall be paid by the Company to the Agent and applied as a repayment of the outstanding principal balance of the Revolving Loan and maintained by the Agent as a reserve against availability under the Revolving Loan Commitment (together with any such amount previously so paid to the Agent under this clause and then maintained, collectively, the "KILN RESERVE"), which Kiln Reserve may be subsequently reduced upon the Company thereafter requesting Revolving Loans (which are made pursuant to the terms thereofand conditions of this Agreement) the proceeds of which are designated by the Company to the Agent as to be applied to the payment of repair expenditures relating to the reactivation kiln described above and supported by invoices for such purposes as presented by the Company and satisfactory to the Agent. (j) SECTION 2.10(a)(i) is deleted in its entirety and replaced with the following provision: On each date set forth below, and the remaining amount, if any, of such amount otherwise Company shall be required to be prepaid shall be allocated repay the principal amount (or such other amount after giving effect to the Term Loans in accordance with the terms hereofany prepayments permitted or required pursuant to this Agreement) to the prepayment of the Term Loans and as is set forth opposite such date (each, a "Scheduled Repayment"): Date Amount ---- ------ January 31, 2002 $125,000 February 28, 2002 $125,000 March 31, 2002 $125,000 April 30, 2002 $125,000 May 31, 2002 $125,000 June 30, 2002 $125,000 July 31, 2002 $175,000 August 31, 2002 $175,000 September, 30, 2002 $175,000 Term Maturity Date $11,676,627.03 (k) SECTION 2.12 is amended to add the following provision to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date end of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.section:

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within five (5) Business Days after the last date Financial Statements can financial statements have been delivered or are required to be delivered pursuant to Section 6.1(c6.01(a) for any Fiscal Year (and the “ECF Payment Date”related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), beginning in each case, commencing with the Fiscal Year first full fiscal year ending December 31after the Closing Date, 2019the Borrower shall, subject to Section 2.07(b)(v)and Section 2.07(b)(vi), prepay an aggregate principal amount of Term Loans equal to: (A) the ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (1) all voluntary prepayments of Term Loans and Pari Passu Lien Debt (including those made through debt buybacks and in the case of below-par repurchases in an amount equal to 50% the discounted amount actually paid in cash in respect of Excess Cash Flow such below-par repurchase), other than revolving Indebtedness, (2) all payments and prepayments of Revolving Loans and revolving Pari Passu Lien Debt, to the extent accompanied by a corresponding permanent reduction in commitments, (3) all voluntary prepayments of Junior Lien Debt and any Permitted Refinancing of such Indebtedness, and (4) all payments and prepayments of Indebtedness of a Non-Loan Party Restricted Subsidiary (and if such Indebtedness is revolving Indebtedness accompanied by a corresponding permanent reduction in commitments), in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any subsequent calculation pursuant to this clause (b)(i)), (II) to the extent such prepayments are not funded with the proceeds of Funded Debt of any Loan Party and (III) including, for the avoidance of doubt, assignments of such Fiscal Year; provided, however, that in Indebtedness to the event that Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the Consolidated Total Leverage Ratio extent of the Group Members amount paid in effect as of the last day of connection with such Fiscal Year assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%$5,000,000; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, provided further that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay repay or repurchase or to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Initial Term Loans or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Indebtedness Pari Passu Lien Debt required to be so prepaid repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”) with any portion of the amount otherwise required to be prepaid), then the Borrower may apply such portion of the amount otherwise required to be prepaid Excess Cash Flow 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 terms hereof) to the prepayment of the Term Loans and to the prepayment repayment or repurchase re-purchase of the relevant Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a2.07(b)(i) shall be reduced accordingly; providedaccordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, further, with it being agreed that the portion of Excess Cash Flow allocated to the extent the holders of the Other Applicable ECF Indebtedness decline to have such Indebtedness prepaid or repurchased, shall not exceed the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) Excess Cash Flow required to be applied allocated to prepay the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause On the date on which the annual financial statements are required to be paid to the Administrative Agent, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c6.01(a) for any each Fiscal Year (the “ECF Payment Date”), beginning commencing with the Fiscal Year ending December 31, 20192008), the Borrower shall prepay an aggregate principal amount of the Loans in an amount equal to 50% seventy-five percent (75.00%) of Excess Cash Flow for such Fiscal Year minus any payments made pursuant to Section 2.05(a)(i) made during such Fiscal Year (including voluntary payments of Revolving Loans but only to the extent accompanied by permanent reductions of the Revolving Commitments). 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; provided, however, that in provided such percentage of Excess Cash Flow shall be reduced to fifty percent (50.00%) for each Fiscal Year for which the event Borrower delivers a Compliance Certificate pursuant to Section 6.02(b) together with the annual financial statements under Section 6.01(a) demonstrating that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of for such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced 2.50 to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal 1.00. Each prepayment with respect to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow shall be accompanied by a certificate executed by the Borrower’s chief financial officer certifying the manner in any prior Fiscal Year), (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 which 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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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; providedresulting prepayment were calculated, 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 which certificate shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans form, substance and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing detail reasonably satisfactory to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu as set forth in right of payment and with respect to security with the Obligations that are secured on a first lien basisclause (vi) below.

Excess Cash Flow. The Borrower shall pay or cause Within five (5) days after the annual financial statements are required to be paid to the Administrative Agentdelivered under subsection 4.1(a) hereof, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”), beginning commencing with the Fiscal Year year ending December 31, 20192003, the Borrower (i) shall deliver to the Agent a written calculation of Excess Cash Flow of the Borrower for such year (the “Calculation Year”) in the form of Exhibit 1.8(e) and certified as correct on behalf of Borrower by a Responsible Officer and (ii) concurrently therewith shall deliver to the Agent, for distribution to the Lenders for application to the Loans in accordance with the provisions of subsection 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 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 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 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 50% of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of Calculation Year minus such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 Amount. Excess Cash Flow in any prior Fiscal Year) to the extent accompanied by an equal permanent reduction shall be calculated in the Revolving manner set forth in Exhibit 1.8(e).” (c) Section 5.11(b) of the 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 Agreement hereby is amended by deleting 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 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(a5.11(b)(iii)(x) in its entirety and substituting the prior Fiscal Year, in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.following therefor:

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within five Business Days after the last date Financial Statements can be financial statements have been delivered pursuant to Section 6.1(c7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than 4.50:1.00 (but greater than or equal to 3.75:1.00) or 3.75:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,000. (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year (of the “ECF Payment Date”Parent are delivered pursuant to Section 7.01(b), beginning commencing with the Fiscal Year ending December 31, 20192025, the applicable Borrowers shall prepay the outstanding Term Loans in accordance with clause (vi) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to 50% (A) the Required Excess Cash Flow Percentage of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as Parent and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause ‎(A), the “Base ECF Prepayment Amount”) minus (B) at the option of the last day of such Fiscal Year is equal Parent, to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made extent occurring during such Fiscal Year Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the ECF Payment Date (calculated on a Dollar Equivalent basis date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in the calculation of any prior Excess Cash Flow in any prior Fiscal YearPeriod), the following (ycollectively, the “ECF Deductions”): (1) voluntary prepayments the aggregate principal amount of the any Term Loans and Revolving Loans made during such Fiscal Year or prior prepaid pursuant to Section 2.05(a); (2) the ECF Payment Date (without duplication aggregate principal amount of any amounts deducted in the calculation of Excess Cash Flow in Incremental Equivalent Debt, Replacement Debt and/or any prior Fiscal Year) other Indebtedness permitted to be incurred pursuant to Section 8.03 to the extent accompanied secured by an equal permanent reduction in Liens on the Revolving Credit Commitments and Collateral that are pari passu with the Liens on the Collateral securing the Facilities (zwithout regard to the control of remedies), voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) the amount of any reduction in the outstanding amount of any Term Loans Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 8.03 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities, resulting from any purchase or assignment made in accordance with Section 11.2(h10.05 of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness; (4) all cash payments in respect of Capital Expenditures and all cash payments made to acquire IP Rights; (5) cash payments by the Parent and its Restricted Subsidiaries made (or committed or budgeted) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Parent and its Restricted Subsidiaries other than Indebtedness, except to the extent such cash payments were deducted in the calculation of Consolidated Net Income or Consolidated EBITDA for such period; (6) cash payments in respect of any Investment (including acquisitions) permitted by ‎Section 8.02 or otherwise consented to by the Required Lenders (other than Investments (x) in cash or Cash Equivalents or (y) in the Parent or any Loan Party) and/or any Restricted Payment permitted by ‎Section 8.06(a) (other than Restricted Payments set forth in Sections 8.06(a)(iii), 8.06(a)(iv) and 8.06(a)(xiii)) or otherwise consented to by the Required Lenders; (7) the aggregate consideration (i) required to be paid in cash by the Parent or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by ‎Section 8.02 or otherwise consented to by the date such payment is due andRequired Lenders and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in each case under clause (6) above (clauses (i) and (ii) of this clause (z7), based upon the actual “Scheduled Consideration”) (other than Investments in (x) cash and Cash Equivalents or (y) the Parent or any Loan Party) to be consummated or made during the period of four consecutive Fiscal Quarters of the Parent following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) cash paid expenditures in respect of any Swap Contracts to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated EBITDA; and (9) the aggregate amount of expenditures actually made by the Borrower and Parent and/or any Restricted Subsidiary in cash (including any expenditure for the payment of its Restricted Subsidiaries fees or other Charges (or any amortization thereof for such period) in connection with the relevant assignmentany Disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, excluding any such optional prepayments made during transaction consummated prior to, on or after the Restatement Effective Date, and Charges incurred in connection therewith, whether or not such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.8(a) in the prior Fiscal Yeartransaction was successful), in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may expenditures were not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.expensed;

Excess Cash Flow. The Borrower shall pay or cause Subject to be paid to the Administrative Agentclauses (b)(ix) and (b)(x) below, within 5 five (5) Business Days after the last date Financial Statements can financial statements have been delivered or are required to be delivered pursuant to Section 6.1(c6.01(a) for any Fiscal Year (the “ECF Payment Date”), beginning commencing with the Fiscal Year fiscal year ending December 31, 20192022) and the related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), the Borrower shall cause to be offered to be prepaid (in accordance with clause (b)(viii) below) an aggregate principal amount of Term Loans in an amount equal to 50% to, if positive: (A) the Applicable ECF Percentage of Excess Cash Flow Flow, if any, for the fiscal year covered by such Fiscal Year; providedfinancial statements, however, that in minus (B) at the event that the Consolidated Total Leverage Ratio option of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that Borrower (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts otherwise deducted from Consolidated Net Income in calculating Excess Cash Flow), the sum of: (i) all voluntary prepayments of Term Loans and any other term loans that are Pari Passu Lien Debt (including (x) those made through debt buybacks and in the calculation case of Excess Cash Flow below-par repurchases in any prior Fiscal Year), an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase and (y) payments pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent any such Term Loans or Pari Passu Lien Debt are retired instead of assigned)); and (ii) all voluntary payments and prepayments of the Revolving Loans made during such Fiscal Year or prior to the ECF Payment Date (without duplication of and any amounts deducted other revolving loans that are Pari Passu Lien Debt, in the calculation of Excess Cash Flow in any prior Fiscal Year) each case to the extent accompanied by an equal a corresponding permanent reduction in the Revolving Credit Commitments and commitments; minus (ziii) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment Capital Expenditures made in accordance with Section 11.2(hcash; (iv) [reserved]; and (v) [reserved], in each case of this subpart (B), (I) during such fiscal year or following the end of such fiscal year and prior to the date such payment is due anddue, (II) to the extent such prepayments or Capital Expenditures are not funded with the proceeds of Funded Debt, and without duplication of any deduction from Excess Cash Flow in each any prior period and (III) in the case under this clause of subparts (zB)(i)-(ii), based upon including, for the actual amount avoidance of cash paid by doubt, assignments of such Indebtedness to the Borrower or a Restricted Subsidiary (and any prepayments of its Restricted Subsidiaries such Indebtedness below par) to the extent of the amount paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year assignment (or prepayment); provided that reduced the amount required to no payment will be prepaid pursuant to this Section 2.8(a) in the prior Fiscal Year, in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a2.05(b)(i) shall be reduced accordingly; provided, further, that if such amount is equal to the extent the holders or less than $5,000,000 as of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the applicable date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreementdetermination. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within ten Business Days after the last date Financial Statements can financial statements have been delivered or are required to be delivered pursuant to Section 6.1(c5.01(a) for any Fiscal Year (and the “ECF Payment Date”related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 5.02(a), beginning in each case, commencing with the Fiscal Year first full fiscal year ending December 31after the Closing Date, 2019the Borrower shall, subject to Sections 2.11(b)(vi) and 2.11(d), prepay (from a payment source as determined by the Borrower in its sole discretion so long as the amount of the mandatory prepayment from Excess Cash Flow is not reduced) an aggregate principal amount of Loans equal to to: (A) 50% of Excess Cash Flow Flow, if any, for the fiscal year covered by such Fiscal Year; providedfinancial statements, howeverminus (B) at the option of the Borrower, that the sum of, (1) all voluntary prepayments of Loans and any Facility A Loans (including (A) those made through debt buybacks and in the event case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase and (B) cash payments by the Borrower pursuant to Section 2.19 or other applicable “yank-a-bank” provisions (solely to the extent the Loans, or Facility A Loans are retired instead of assigned), and (2) all voluntary payments and prepayments of revolving loans, in each case to the extent accompanied by (i) a corresponding permanent reduction in commitments and (ii) an amendment of this Agreement to reduce the amount of Indebtedness that may be incurred pursuant to Section 6.02(c) by the Consolidated Total Leverage Ratio same amount, in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the proceeds of Funded Debt and (III) including, for the avoidance of doubt, assignments of such Indebtedness to the Borrower or a Subsidiary (and prepayments of such Indebtedness below par) to the extent of the Group Members amount paid in effect as of the last day of cash in connection with such Fiscal Year assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than 3.50:1.00, but greater than 3.00:1.00, $5,000,000 (or such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect lesser amount as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaidmay elect); provided, further, provided further that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay repay or repurchase or to offer to repurchase any Indebtedness that is secured on a pari passu basis with or repay the Initial Term Facility A Loans pursuant to the terms Facility A Credit Agreement with all or a portion of the documentation governing such Indebtedness Excess Cash Flow (such Indebtedness required to be so prepaid or offered to be so repurchasedother Indebtedness, “Other Applicable ECF Indebtedness”) with any portion of the amount otherwise required to be prepaid), then the Borrower may apply such portion of the amount otherwise required to be prepaid Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable ECF Indebtedness at such time; provided, with it being agreed that the portion of such amount otherwise required to be prepaid Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such amount otherwise required to be prepaid Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such amount otherwise required to be prepaid Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within ten Business Days after the last date Financial Statements can financial statements have been delivered or are required to be delivered pursuant to Section 6.1(c5.01(a) for any Fiscal Year (and the “ECF Payment Date”related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 5.02(a), beginning in each case, commencing with the Fiscal Year first full fiscal year ending December 31after the Closing Date, 2019the Borrower shall, subject to Sections 2.11(b)(vi) and 2.11(d), prepay (from a payment source as determined by the Borrower in its sole discretion so long as the amount of the mandatory prepayment from Excess Cash Flow is not reduced) an aggregate principal amount of Loans equal to to: (A) 50% of Excess Cash Flow Flow, if any, for the fiscal year covered by such Fiscal Year; providedfinancial statements, howeverminus (B) at the option of the Borrower, that the sum of, (1) all voluntary prepayments of Loans and any Facility B Loans (including (A) those made through debt buybacks and in the event case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase and (B) cash payments by the Borrower pursuant to Section 2.19 or other applicable “yank-a-bank” provisions (solely to the extent the Loans, or Facility B Loans are retired instead of assigned), and (2) all voluntary payments and prepayments of revolving loans, in each case to the extent accompanied by (i) a corresponding permanent reduction in commitments and (ii) an amendment of this Agreement to reduce the amount of Indebtedness that may be incurred pursuant to Section 6.02(c) by the Consolidated Total Leverage Ratio same amount, in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this clause (b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the proceeds of Funded Debt and (III) including, for the avoidance of doubt, assignments of such Indebtedness to the Borrower or a Subsidiary (and prepayments of such Indebtedness below par) to the extent of the Group Members amount paid in effect as of the last day of cash in connection with such Fiscal Year assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than 3.50:1.00, but greater than 3.00:1.00, $5,000,000 (or such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect lesser amount as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaidmay elect); provided, further, provided further that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay repay or repurchase or to offer to repurchase any Indebtedness that is secured on a pari passu basis with or repay the Initial Term Facility B Loans pursuant to the terms Facility B Credit Agreement with all or a portion of the documentation governing such Indebtedness Excess Cash Flow (such Indebtedness required to be so prepaid or offered to be so repurchasedother Indebtedness, “Other Applicable ECF Indebtedness”) with any portion of the amount otherwise required to be prepaid), then the Borrower may apply such portion of the amount otherwise required to be prepaid Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable ECF Indebtedness at such time; provided, with it being agreed that the portion of such amount otherwise required to be prepaid Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such amount otherwise required to be prepaid Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such amount otherwise required to be prepaid Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days Within ninety days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any end of each Fiscal Year of the Company (such date the “ECF Excess Cash Flow Payment Date”), beginning ) commencing with the Fiscal Year ending December 31, 20192018, the Company shall prepay the Term B-2 Loan as hereafter provided in an aggregate amount equal to (x) fifty percent (50% %) of Excess Cash Flow for such Fiscal Year; provided, however, that in (if the event that the Consolidated Total Net Leverage Ratio of the Group Members in effect as of the last day end of such Fiscal Year is equal to or greater than 4.00 to 1.0), (y) twenty-five percent (25%) of Excess Cash Flow (if the Net Leverage Ratio as of the end of such Fiscal Year is less than 3.50:1.00, 4.00 to 1.0 but equal to or greater than 3.00:1.003.50 to 1.0), or (z) zero percent (0%) of Excess Cash Flow (if the Net Leverage Ratio as of the end of such percentage Fiscal Year is less than 3.50 to 1.0); provided, that if such Excess Cash Flow is from any Foreign Subsidiary, then the mandatory prepayment required by this Section 2.05(b)(iv) shall be reduced limited to 25%the amount of such prepayment that (x) is not prohibited by applicable law; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation or (y) could not reasonably be expected to result in adverse Tax consequences to the Company as determined by the Company in good faith in consultation with the Administrative Agent; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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(a2.05(b)(iv) in the prior for any Fiscal Year, in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) Year shall be reduced accordingly; providedby, furtherwithout duplication, that (1) the aggregate amount of any Loans prepaid pursuant to Section 2.05(a) or 2.06(a) (including any prepayments of Revolving Loans, to the extent the holders of the Other Applicable Indebtedness decline to corresponding Revolving Commitments have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment been permanently reduced pursuant to Section 2.8(d)2.06(a) by giving notice and to the extent not funded with proceeds from the incurrence of long-term indebtedness) during such Fiscal Year or, at the option of the Company (without counting such amounts against the subsequent Fiscal Year’s Excess Cash Flow calculation) after the end of such election Fiscal Year and prior to such Excess Cash Flow Payment Date and (2) the aggregate amount of any Permitted Incremental Equivalent Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations voluntarily prepaid or repaid (in writing the case of any “excess cash flow” or similar required prepayments) (including any prepayments of revolving loans constituting Permitted Incremental Equivalent Debt (to the Administrative Agent extent such Permitted Incremental Equivalent Debt is secured by 11:00 a.m. (New York timea first priority lien on the Collateral), on to the date that is one Business Day extent the corresponding revolving commitments with respect thereto have been permanently reduced and to the extent not funded with proceeds from the incurrence of long-term indebtedness) during such Fiscal Year or, at the option of the Company (without counting such amounts against the subsequent Fiscal Year’s Excess Cash Flow calculation) after the date end of such Lender’s receipt Fiscal Year and prior to such Excess Cash Flow Payment Date (or, in the case of notice from the Administrative Agent regarding any “excess cash flow” or similar required prepayment, on such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this AgreementExcess Cash Flow Payment Date). (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within twelve (12) Business Days after of the last date Financial Statements can be of delivery of the audited financial statements pursuant to Section 5.1(a) (or, if not delivered, the date on which such audited financial statements were required to have been delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”5.1(a)), beginning with commencing for the Fiscal Year ending on December 31, 20192027, Borrower shall prepay the Loans and the DOE Loans, Ratably, in an aggregate amount equal to 50% of Excess Cash Flow for such Fiscal Year; providedYear (plus, however, that in the event that the Consolidated Total Leverage Ratio case of the Group Members in effect as Fiscal Year ending on December 31, 2027, Excess Cash Flow for each of the last day two preceding Fiscal Years, if any (provided that, Excess Cash Flow for the two preceding Fiscal Years shall be determined on an individual basis for each such Fiscal Year) multiplied by the ECF Percentage(s) applicable to such Excess Cash Flow for such Fiscal Year(s); provided that such amount shall be reduced by the aggregate amount of: (i) voluntary prepayments of principal of the DOE Loan and any Term Loans (to the extent otherwise permitted hereunder) during such Fiscal Year is equal and(s), (ii) Capital Expenditures made in cash during such period to the extent in accordance with the CapEx BudgetAnnual Plan (other than Capital Expenditures that were financed with the proceeds of Indebtedness or less than 3.50:1.00issuances of Capital Stock of Borrower) and (iii) the aggregate amount required to be deposited into any Specified Account pursuant to any DOE Loan Document during such Fiscal Year(s), but greater than 3.00:1.00, such percentage shall be reduced solely to 25%the extent actually deposited into a Specified Account; provided, further, that such amount shall be subject to further reduction €as necessary to ensure that, (i) in the event that the Consolidated Total Leverage Ratio case of the Group Members first occurrence of a prepayment required under this clause (e) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year(s), immediately after giving effect to such payment the aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is not less than Thirty Million Dollars ($30,000,000), (ii) in effect as the case of the last day second occurrence of a prepayment required under this clause (e) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year Year(s), immediately after giving effect to such payment the aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is equal to or not less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that Forty Million Dollars (x$40,000,000) voluntary prepayments and (iii) in the case of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on each subsequent occurrence of a pari passu basis with the Initial Term Loans made during prepayment required under this clause (e) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year or prior Year(s), immediately after giving effect to such payment the ECF Payment Date aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is not less than Fifty Million Dollars (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation $50,000,000). Borrower shall include reasonably detailed calculations of Excess Cash Flow in and the prepayment amount (including any prior Fiscal Year), (ycomponent thereof) 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 Compliance Certificate required to be delivered with such financial statements and otherwise in accordance with clause (fg) below. If such audited financials are not available or not delivered as required, Agent may elect to calculate Excess Cash Flow in any prior Fiscal Year) with reference to the extent accompanied December 31 quarterly financials or monthly financials, as determined 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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The For (A) each fiscal quarter of the Borrower, commencing with the fiscal quarter ending June 30, 2013, or (B) at the option of the Borrower shall pay (in its sole discretion), each fiscal year of the Borrower, commencing with the fiscal year ending December 28, 2013, if, on or cause before the last day of any such fiscal year, all obligations of the Borrower under the Unsecured Term Loan Facility have been repaid in full (after giving effect to be paid to the Administrative Agentany repayments or prepayments of such obligations on such last day), within 5 no more than five Business Days after the last date Financial Statements can be financial statements have been delivered pursuant to Section 6.1(c6.01(a) or 6.01(b), as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) for any Fiscal Year such fiscal period (such five Business Day period including, for the avoidance of doubt, the final Business Day thereof being referred to herein as the “ECF Payment DatePrepayment Period”), beginning with the Fiscal Year ending December 31, 2019, Borrower shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (1) (x) if the Consolidated Leverage Ratio as of the last day of such fiscal period is greater than or equal to 3.00 to 1.00, 50% of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that fiscal period and (y) if the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year fiscal period is equal to or less than 3.50:1.003.00 to 1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated 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 such fiscal period over (2) the sum of (x) the aggregate principal amount of Term Loans prepaid during such fiscal period pursuant to Section 2.05(a) 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 (y) voluntary prepayments the aggregate principal amount of the Revolving Loans made initial Unsecured Term Loan Facility prepaid, purchased, redeemed, exchanged or redeemed (I) during such Fiscal Year fiscal period or prior to (II) during the ECF Payment Date 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 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 anddouble counting), in each case under this clause (z), based upon the actual amount of cash paid by the 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that solely to the extent allowed pursuant to Section 7.15(k), other than prepayments funded with the holders proceeds of the Other Applicable Indebtedness decline to have such Indebtedness prepaid with a maturity of twelve months or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after longer from the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent incurrence of such noticeIndebtedness, plus (z) in respect of any prepayment made in respect of any fiscal year pursuant to clause (B) above, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share aggregate amount of any mandatory prepayment (other than a mandatory prepayment prepayments made pursuant to Section 2.8(d)clause (A) by giving notice above in respect of any fiscal quarters ending during such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreementfiscal year. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Within five Business Days after the last date Financial Statements can on which the Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”6.02(a), beginning commencing with the Fiscal Year first full fiscal year ending December 31after the Amendment No. 1 Effective Date, 2019the Borrower shall, subject to Section 2.07(b)(v) and Section 2.07(b)(vi), prepay an aggregate principal amount of Amendment No. 12 Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (I) all voluntary prepayments of Term Loans and any other term loans that are Pari Passu Lien Debt (including (A) those made through debt buybacks and in the case of below-par repurchases in an amount equal to 50% the discounted amount actually paid in cash in respect of Excess Cash Flow such below-par repurchase, (B) cash payments by the Borrower pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent the applicable Term Loans or other Pari Passu Lien Debt is retired instead of assigned) and (C) prepayments of Loans and Participations held by Disqualified Lenders); and (II) all voluntary payments and prepayments of revolving loans, in each case to the extent accompanied by a corresponding permanent reduction in commitments; in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this Section 2.07(b)(i) for the subsequent fiscal year), (II) to the extent such Fiscal Year; providedprepayments are not funded with the proceeds of Funded Debt and (III) including, howeverfor the avoidance of doubt, that in assignments of such Indebtedness to the event that Borrower or a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the Consolidated Total Leverage Ratio extent of the Group Members amount paid in effect as of the last day of connection with such Fiscal Year assignment (or prepayment); provided that no such payment shall be required if such amount is equal to or less than 3.50:1.00, but the greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that of $53,000,000 and 15.00% of LTM Consolidated Adjusted EBITDA and only amounts in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day excess of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall minimum will be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior subject to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication repayment provisions of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid2.07(b); provided, further, provided further that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay repay or repurchase or to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Initial Term Loans or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Indebtedness Pari Passu Lien Debt required to be so prepaid repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”) with any portion of the amount otherwise required to be prepaid), then the Borrower may apply such portion of the amount otherwise required to be prepaid Excess Cash Flow 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 terms hereof) to the prepayment of the Term Loans and to the prepayment repayment or repurchase re-purchase of the relevant Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a2.07(b)(i) shall be reduced accordingly; providedaccordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time, further, with it being agreed that the portion of Excess Cash Flow allocated to the extent the holders of the Other Applicable ECF Indebtedness decline to have such Indebtedness prepaid or repurchased, shall not exceed the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) Excess Cash Flow required to be applied allocated to prepay the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. The Borrower shall pay or cause Within five (5) days after the annual financial statements are required to be paid to the Administrative Agentdelivered under subsection 4.1(a) hereof, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”), beginning commencing with the Fiscal Year year ending December 31, 20192003, the Borrower (i) shall deliver to the Agent a written calculation of Excess Cash Flow of the Borrower for such year (the "Calculation Year") in the form of Exhibit 1.8(e) and certified as correct on behalf of Borrower by a Responsible Officer and (ii) concurrently therewith shall deliver to the Agent, for distribution to the Lenders, an amount equal to 50% seventy-five percent (75%) of such Excess Cash Flow Flow, for such Fiscal Year; application to the Loans in accordance with the provisions of subsection 1.8(f) hereof, provided, however, that in the event that Borrower shall only be required to deliver to Agent, for distribution to the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day Lenders, an amount equal to fifty percent (50%) of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (y) voluntary prepayments of the Revolving Loans made during such Fiscal Year or prior for application 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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereofprovisions of subsection 1.8(f) hereof in the event (A) the ratio (the "Modified Leverage Ratio") of (i) Total Indebtedness 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 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 prepayment most recent twelve (12) month period for which financial statements are available is less than 3.5 to 1.0 and (B) the Credit Level of the Term Loans and to the prepayment shall be Level I or repurchase Level II as of the relevant Other Applicable Indebtedness, date the payment is required to be made; and the amount of provided further that no prepayment of the Term Loans that would have otherwise been required pursuant (or only a portion thereof as shall be necessary for Borrower's Modified Leverage Ratio to this Section 2.8(aequal 3.0 as provided in clause (A) below) shall be reduced accordingly; provided, further, that required in the event (A) the Borrower's Modified Leverage Ratio as of such payment date is less than 3.0 after giving effect to any payment or portion thereof which is actually made on such date and (B) the extent the holders Credit Level of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after Loans as of the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than payment would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant required to this Section 2.8 be made shall be applied ratably to Level I. Excess Cash Flow shall be calculated in the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu manner set forth in right of payment and with respect to security with the Obligations that are secured on a first lien basisExhibit 1.8(e).

Excess Cash Flow. The Borrower (i) Beginning with the Fiscal Quarter ending September 30, 2010 and subject to the limitations set forth below, within five (5) days of the date on which the quarterly financial information is delivered to the Administrative Agent and the Lenders in accordance with the terms of Section 5.01 but in any event before the fiftieth (50th) day after the end of each of the four Fiscal Quarters, the Borrowers shall pay or cause prepay the Revolver Advances in an aggregate amount equal to fifty percent (50%) of Excess Cash Flow determined for the applicable Fiscal Quarter (such prepayment to be applied as set forth in clause (ii) below). As used herein, “Excess Cash Flow” shall mean (x) in respect of any Fiscal Quarter, the amount determined by deducting, to the extent such amounts have not been deducted in calculating Consolidated NOI (as applied to such Fiscal Quarter), the sum of: (A)(i) Capital Expenditures during such Fiscal Quarter (excluding the capital improvement reserves already deducted from Consolidated NOI), (ii) the Consolidated Interest Expense during such Fiscal Quarter, (iii) the aggregate payments of principal on Debt made by the Borrowers and its Consolidated Subsidiaries during such Fiscal Quarter (including any principal payments arising out of remargin requirements for the Hotel Property located in Jacksonville, Florida (up to the amount of $2,000,000)), excluding payments required under Section 2.11(c), (d), (e), (f) and (g), (iv) the portion of the Amendment Fee paid to the Administrative AgentAgent and the Lenders during such Fiscal Quarter and (vi) scheduled payments of principal and interest made by the Loan Parties during such Fiscal Quarter in connection with the Non-Core Investments with The Carlyle Group and associated loan documents dated February 9, within 5 Business Days after 2009 as in effect as of June 4, 2010, from (B) Consolidated NOI for such Fiscal Quarter, and (y) in respect of the last date Financial Statements can be delivered pursuant month of June, 2010, the amount determined by deducting, to Section 6.1(c) for any Fiscal Year the extent such amounts have not been deducted in calculating Consolidated NOI (the “ECF Payment Date”as applied to June, 2010), beginning the sum of: (A)(i) Capital Expenditures during the Fiscal Quarter ending June 30, 2010 (excluding the capital improvement reserves already deducted from Consolidated NOI) and divided by 3, (ii) the Consolidated Interest Expense during the Fiscal Quarter ending June 30, 2010 and divided by 3, (iii) the aggregate payments of principal on Debt made by the Borrower and its Consolidated Subsidiaries during the Fiscal Quarter ending June 30, 2010, excluding payments required under Section 2.11(c), (d), (e), (f) and (g) and divided by 3, (iv) the portion of the Amendment Fee paid to the Administrative Agent and the Lenders during the Fiscal Quarter ending June 30, 2010 and divided by 3 and (v) scheduled payments of principal and interest made by the Loan Parties during the Fiscal Quarter ending June 30, 2010 and divided by 3 in connection with the Fiscal Year ending December 31Non-Core Investments with The Carlyle Group and associated loan documents dated February 9, 20192009 as in effect as of June 4, 2010, from (B) Consolidated NOI for the month of June, 2010. Notwithstanding and in addition to the foregoing, on or before August 15, 2010, the Borrowers shall prepay the Revolver Advances in an aggregate amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis calculated with the Initial Term Loans made during such Fiscal Year or prior regard to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication month of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year)June, (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 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 on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement2010 only. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.

Excess Cash Flow. 1. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (the “ECF Payment Date”), beginning with the Fiscal Year ending December 31, 2019, an amount equal to 50% of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25%; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 aggregate 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 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 payments required to be prepaid pursuant to this Section 2.8(a) in the prior Fiscal Year, in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejectionactually) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing made or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained paid by the Borrower and its Restricted Subsidiaries in respect of all principal on all Indebtedness (whether at maturity, as a result of mandatory prepayment, acceleration or applied otherwise, but excluding voluntary prepayments deducted pursuant to Section 2.8(c)(iii)(B) of the Loan Agreement) $ 2. Capital expenditures of the Borrower and its Restricted Subsidiaries made in cash (except to the extent financed with long-term Indebtedness (other than revolving Indebtedness)) $ 3. The amount of (i) investments made by the Borrower or any and its Restricted Subsidiaries pursuant to Section 6.17(f), (l), (o)(i) and (v) of the Loan Agreement and (ii) Distributions made by the Borrower and its Restricted Subsidiaries pursuant to Xxxxxxx 0.00(x), (x), (x), (x)(x), (x), (x), (x), (x),xxx (m) of the Loan Agreement, in each case, in cash (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)) $ 4. Cash losses from any sale or disposition outside the ordinary course of business $ 5. The aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to investments permitted pursuant to Section 6.17(f), (l), (o)(i) or (v) of the Loan Agreement or capital expenditures to be consummated or made during the period of four (4) consecutive fiscal quarters of the Borrower following the end of such period (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)) $ 6. The aggregate amount of expenditures (other than investments or Distributions) actually made by the Borrower and its Restricted Subsidiaries in any manner permitted under cash during such Fiscal Year (including expenditures for the terms payment of this Agreement. (ifinancing fees) Except as to the extent that such expenditures are not expensed and amounts in respect thereof are not otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment deducted in computing Consolidated Net Income for such period or any Extension/Modification Amendment prior period (providedexcept, that such Replacement Loansin each case, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayedextent financed with long-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.term Indebtedness (other than revolving Indebtedness)) $

Excess Cash Flow. The Borrower shall pay or cause to be paid to Until the Administrative AgentTerm Loan Maturity Date, as the case may be, commencing with the fiscal year ending September 30, 2022, the Borrowers shall, within 5 Business Days 90 days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year (end of each fiscal year of the “ECF Payment Date”)Borrower, beginning with prepay the Fiscal Year ending December 31Term Loans on a pro rata basis, 2019, until the Terms Loans have been repaid in full in an amount equal to (i) 75% of Excess Cash Flow for the immediately preceding fiscal year if the Consolidated Secured Leverage Ratio as determined on the last day of such fiscal year, for the period of four fiscal quarters then ending, was greater than or equal to 3.25 to 1.00, (ii) 50% of Excess Cash Flow for such Fiscal Year; provided, however, that in the event that immediately preceding fiscal year if the Consolidated Total Secured Leverage Ratio of the Group Members in effect as of determined on the last day of such Fiscal Year is equal to or fiscal year, for the period of four fiscal quarters then ending, was less than 3.50:1.003.25 to 1.00, but greater than 3.00:1.00or equal to 2.75 to 1.00, such percentage shall be reduced to (iii) 25%; provided% of Excess Cash Flow for the immediately preceding fiscal year, further, that in the event that if the Consolidated Total Secured Leverage Ratio of the Group Members in effect 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 2.75 to 1.00, but greater than or equal to or 2.25 to 1.00, and (iv) 0% of Excess Cash Flow for the immediately preceding fiscal year if the Consolidated Secured Leverage Ratio as determined on the last day of such fiscal year, for the period of four fiscal quarters then ending, was less than 3.00:1.002.25 to 1.00 minus, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any for amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (yFlow) 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 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 on a dollar-for-dollar basis basis, aggregate principal amount of all voluntary prepayments of Loans (and in the amount otherwise required case of any Revolving Loans, a corresponding commitment reduction) and other Indebtedness secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Term Loans during such fiscal year or, without duplication, after the end of such fiscal year but prior to be prepaidthe time such Excess Cash Flow payment is due; provided, furtherin no event shall the Excess Cash Flow payment be less than zero (0) and, that if at the time that any such prepayment would be required, the 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 Initial of Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness shall only be 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) shall be reduced accordingly; provided, further, that to the extent the holders required Excess Cash Flow prepayment is greater than the greater of $5,000,000 or 5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the Other Applicable Indebtedness decline latest four fiscal quarter period for which financial statements have been delivered pursuant to have such Indebtedness prepaid or repurchased, the declined amount shall promptly Section 6.1 (and only the amounts in any event within 10 Business Days after the date excess of such rejection) threshold shall be required to be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment pursuant to Section 2.8(d)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York time), on the date that is one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this Agreement. (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 2.10(f)). Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Responsible Officer of the Company certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent. Each Excess Cash Flow prepayment will be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental prepayment of installments due in respect of the Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basispro rata basis and in accordance with Section 2.3 and 2.16(b).

Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days Within ninety days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any end of each Fiscal Year of the Company (such date the “ECF Excess Cash Flow Payment Date”), beginning ) commencing with the Fiscal Year ending December 31, 20192017, the Company shall prepay the Term B-2 Loan as hereafter provided in an aggregate amount equal to (x) fifty percent (50% %) of Excess Cash Flow for such Fiscal Year; provided, however, that in (if the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day end of such Fiscal Year is equal to or greater than 4.00 to 1.0), (y) twenty-five percent (25%) of Excess Cash Flow (if the Leverage Ratio as of the end of such Fiscal Year is less than 3.50:1.00, 4.00 to 1.0 but equal to or greater than 3.00:1.003.50 to 1.0), or (z) zero percent (0%) of Excess Cash Flow (if the Leverage Ratio as of the end of such percentage Fiscal Year is less than 3.50 to 1.0); provided, that if such Excess Cash Flow is from any Foreign Subsidiary, then the mandatory prepayment required by this Section 2.05(b)(iv) shall be reduced limited to 25%the amount of such prepayment that (x) is not prohibited by applicable law; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation or (y) could not reasonably be expected to result in adverse Tax consequences to the Company as determined by the Company in good faith in consultation with the Administrative Agent; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation; provided, further, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.00:1.00, such percentage shall be reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the calculation of Excess Cash Flow in any prior Fiscal Year), (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 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(a2.05(b)(iv) in the prior for any Fiscal Year, in each case shall reduce on a dollar-for-dollar basis the amount otherwise required to be prepaid; provided, further, that if at the time that any such prepayment would be required, the 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 Initial 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 Borrower 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 terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(a) Year shall be reduced accordingly; providedby, furtherwithout duplication, that (1) the aggregate amount of any Loans prepaid pursuant to Section 2.05(a) or 2.06(a) (including any prepayments of Revolving Loans, to the extent the holders of the Other Applicable Indebtedness decline to corresponding Revolving Commitments have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. 61 [[3901999]] with a Sale, which refinancing or Sale shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 2.8(h)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than a mandatory prepayment been permanently reduced pursuant to Section 2.8(d)2.06(a) by giving notice and to the extent not funded with proceeds from the incurrence of long- term indebtedness) during such Fiscal Year or, at the option of the Company (without counting such amounts against the subsequent Fiscal Year’s Excess Cash Flow calculation) after the end of such election Fiscal Year and prior to such Excess Cash Flow Payment Date and (2) the aggregate amount of any Permitted Incremental Equivalent Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations voluntarily prepaid or repaid (in writing the case of any “excess cash flow” or similar required prepayments) (including any prepayments of revolving loans constituting Permitted Incremental Equivalent Debt (to the Administrative Agent extent such Permitted Incremental Equivalent Debt is secured by 11:00 a.m. (New York timea first priority lien on the Collateral), on to the date that is one Business Day extent the corresponding revolving commitments with respect thereto have been permanently reduced and to the extent not funded with proceeds from the incurrence of long-term indebtedness) during such Fiscal Year or, at the option of the Company (without counting such amounts against the subsequent Fiscal Year’s Excess Cash Flow calculation) after the date end of such Lender’s receipt Fiscal Year and prior to such Excess Cash Flow Payment Date (or, in the case of notice from the Administrative Agent regarding any “excess cash flow” or similar required prepayment, on such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be retained by the Borrower and its Restricted Subsidiaries or applied by the Borrower or any of the Restricted Subsidiaries in any manner permitted under the terms of this AgreementExcess Cash Flow Payment Date). (i) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any amendment with respect to Replacement Loans, any Incremental Amendment or any Extension/Modification Amendment (provided, that such Replacement Loans, Incremental Amendment or Extension/Modification Amendment may not provide that the applicable tranche of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.8 than would otherwise be permitted by this Agreement), each prepayment of Term Loans pursuant to this Section 2.8 shall be applied ratably to the Initial Term Loans, Delayed-Draw Term Loans, First Amendment Incremental Term Loans and Second Amendment Incremental Term Loans then outstanding and each tranche of Term Loans then outstanding that is pari passu in right of payment and with respect to security with the Obligations that are secured on a first lien basis.