Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year until the Maturity Date, the Borrower shall remit to Lender, an amount equal to 75% of the Borrower’s. Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before 120 days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year of the Borrower.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement Agreement, the Supplements and the Notes, at the end of the first fiscal quarter following the Conversion Date, and continuing each fiscal year quarter thereafter until the Maturity Date, the Borrower shall remit to Lender, an amount equal to 75100% of the Borrower’s. ’s Excess Cash Flow, calculated based upon that fiscal yearquarter’s interim financial statements, on or before 120 45 days after the end of each fiscal year quarter of the Borrower (the “Excess Cash Flow Payment”"), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 5,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”"). One hundred percent (100%) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(15.01(c)(i) of this Agreement. Borrower shall, shall within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section 2.17 in an amount not to exceed the Maximum Excess Cash Flow Payment. In the event the re-calculation determines that the Borrower has paid in excess of the required Excess Cash Flow Payment for the applicable period, Borrower shall be given a credit in the amount of the excess to be applied to the next quarterly Excess Cash Flow Payment due Lender under this Section 2.17. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under Section 2.10 of this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not apply if Tangible Owner’s Equity is greater than or equal to sixty-five percent (65%) but will be reinstated if Tangible Owner’s Equity falls below 65%, measured for any fiscal quarter. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for 25,000,000.00 during the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year of the Borrower.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year end following the Closing Date until the Maturity Date, the Borrower GPCC shall remit to Lenderthe Agent for the account of the Banks, an amount equal to 75% fifty percent (50%) of the Borrower’s. GPCC’s Excess Cash Flow, calculated based upon that the immediately preceding fiscal year’s interim year end audited financial statements, on or before 120 90 days after the end of each fiscal year of the Borrower GPCC (the “Excess Cash Flow Payment”); provided, provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed Two Million Eight Hundred Thousand and No/100 Dollars ($4,000,000.00 2,800,000.00) in any fiscal year (the “Maximum Excess Cash Flow PaymentFlow”) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17). Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee may be owing under this Agreement is required to be paidSection 2.13. Notwithstanding the foregoing, the The Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreementbe calculated annually based upon audited fiscal year end financial statements required by Section 5.01(c)(i). No Excess Cash Flow Payments Payment shall be required during any fiscal calendar year should the GPCC’s Tangible Owner’s Equity be greater than 7060% at the end of the immediately preceding fiscal year end of GPCC. It is understood and agreed (i) that calculation of Excess Cash Flow of GPCC is calculated on a consolidated basis with the Affiliated Borrower, and (ii) that GPCC’s and Affiliated Borrower’s aggregate obligation for the Excess Cash Flow Payment (under this Agreement and under the Affiliated Borrower’s Credit Agreement) shall not at any time of determination exceed 100% of the Borrowercalculated Excess Cash Flow amount.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and Until the Notes, at the end of each fiscal year until the Term Loan Maturity Date, as the Borrower shall remit to Lendercase may be, an amount equal to 75% of commencing with the Borrower’s. Excess Cash Flowfiscal year ending September 30, calculated based upon that fiscal year’s interim financial statements2022, on or before 120 the Borrowers shall, within 90 days after the end of each fiscal year of the Borrower Borrower, prepay the Term Loans on a pro rata basis, until the Terms Loans have been repaid in full in an amount equal to (the “i) 50% of Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of 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) 25% 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 3.25 to 1.00, but greater than or equal to 2.75 to 1.00 and (iii) 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 2.75 to 1.00 minus, (without duplication for amounts deducted in the calculation of Excess Cash Flow) on a dollar-for-dollar basis, aggregate principal amount of all voluntary prepayments of Loans (and in the 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 the time such Excess Cash Flow payment is due; provided, in no event shall the Excess Cash Flow payment be less than zero (0) and, such prepayment of Term Loans shall only be required to the extent the 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 latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 (and only the amounts in excess of such threshold shall be required to be applied to prepay the Term Loans pursuant to this Section 2.10(f)). Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Responsible Officer of the BorrowerCompany 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 to the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with Section 2.3 and 2.16(b).

Excess Cash Flow. In addition The Issuers shall deliver to the Noteholders a written calculation of Excess Cash Flow of the Issuers in the form of Exhibit D and certified as correct on behalf of the Issuers by a Responsible Officer, (i) commencing with the fiscal year ending December 31, 2007 until the repayment in full in cash of all other payments of principal and interest required Obligations under this the Senior Credit Agreement and the Notestermination of all commitments thereunder, at promptly upon the end of each fiscal year until the Maturity Date, the Borrower shall remit to Lender, an amount equal to 75% request of the Borrower’s. Excess Cash FlowNoteholders and (ii) for the time commencing with the expiration of the period described in subclause (i) above, calculated based upon that fiscal year’s interim financial statements, on or before 120 within five (5) days after the end annual financial statements are required to be delivered pursuant to Section 7.2 hereof. After the repayment in full in cash of each all Obligations under the Senior Credit Agreement and the termination of all commitments thereunder, promptly, and in any event not more than ten (10) Business Days following delivery of the calculation of Excess Cash Flow provided for in the preceding sentence, the Issuers shall make an offer to use, if the Leverage Ratio, determined as of the last day of such fiscal year is equal to or greater than 2.50 to 1.00, 50% of such Excess Cash Flow less any voluntary prepayments during such fiscal year of the Borrower (the “Notes, to purchase a principal amount of Notes such that such amount of Excess Cash Flow Payment”less such voluntary prepayments equals the principal amount of such Notes plus the Applicable Premium thereon. If the Leverage Ratio, determined as of the last day of such fiscal year, is less than 2.50 to 1.00, then no prepayment shall be due. The Noteholders shall have not less than 30 days to accept any offer pursuant to this Section 3, and, within two Business Days after the expiration of such 30 day period (or, if earlier, the date on which all Noteholders shall have responded to the offer), provided however, that the total Excess Cash Flow Payments required hereunder Issuers shall not exceed $4,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”) and provided that immediately prior apply all of such amount to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event pro rata purchase of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal Notes of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year of the Borroweraccepting Noteholders.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end theend of each fiscal year until during the Maturity Dateterm of this Agreement, the Borrower shall calculate Excess Cash Flow based on its fiscal year end audited financial statements, and remit to Lender, Agent for the account of the Banks an amount equal to 7565% of the Borrower’s. ’s Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before 120 days after the end of each fiscal year of the Borrower Flow in accordance with this Section 2.25 (the “Excess Cash Flow Payment”). Excess Cash Flow Payments shall be paid by Borrower in four equal installments on the last day of each of the next immediately succeeding fiscal quarters of the Borrower following calculation of such amount (i.e., provided howeverDecember 31, that March 31, June 30, and September 30). Notwithstanding the foregoing, the first quarterly installment of the Excess Cash Flow Payment due in each fiscal year of the Borrower (i.e., the December 31 payment) may be deferred until Borrower delivers its fiscal year end audited financial statements to Agent in accordance with Section 5.01(c)(i), and such payment shall be due within ten (10) days of the due date for such financial statements. The total Excess Cash Flow Payments required hereunder under this Section 2.25 shall not exceed Four Million and No/100 Dollars ($4,000,000.00 4,000,000.00) in any fiscal year year, or Sixteen Million and No/100 Dollars ($16,000,000.00) over the term of this Agreement (the “Maximum Excess Cash Flow PaymentFlow”) and provided that immediately prior to the ). Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if Payments received from the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment Borrower shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The No Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit considered to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute be a prepayment with respect to which a prepayment fee under Section 2.16 of this Agreement is required to be paid. Notwithstanding the foregoing, the no Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Borrower’s Tangible Owner’s Equity be greater than 7065% at the end of the immediately preceding fiscal year of the Borroweryear.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the NotesAgreement, at the end of the first full fiscal quarter following the Conversion Date, and continuing each fiscal year quarter thereafter until the Maturity Date, the Borrower shall remit to LenderLender within five (5) days of delivery of the Financial Statements used to calculate the applicable Excess Cash Flow, an amount equal to 75% one hundred percent (100%) of the Borrower’s. ’s Excess Cash Flow, calculated based upon upon, with respect to the first three fiscal quarters of each fiscal year of Borrower, that fiscal yearquarter’s interim financial statementsFinancial Statements, on or before 120 sixty (60) days after the end of each such fiscal quarter of Borrower and, with respect to the fourth fiscal quarter of Borrower, the annual Financial Statements of Borrower required to be delivered pursuant to Section 5.01(c)(i) of the MLA, on or before one hundred and twenty (120) days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Fifty Thousand and No/100 Dollars ($4,000,000.00 1,250,000.00) in any fiscal quarter or Five Million and No/100 Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”). One hundred percent (100%) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving LoanLoan in the inverse order of maturity. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-year end financial statements Financial Statements required by Section 5.01 (c)(15.01(c)(i) of this Agreementthe MLA. If any such recalculation evidences an underpayment by Borrower shallfor such fiscal year, then any time after the annual Financial Statements are required to be delivered pursuant to Section 5.01(c)(i) of the MLA, Borrower shall within 30 thirty (30) days of Lender’s request remit to Lender any additional amounts due amounts, resulting from such underpayment, to Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. If any such recalculation by Borrower or Lender evidences an overpayment by Borrower for such fiscal year, Borrower may reduce its next Excess Cash Flow Payment due by the amount of such overpayment until the entire overpayment is applied. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under this Agreement section 2.09 of the MLA and section 11 of the Third Supplement is required to be paid. Notwithstanding the foregoing, the requirement to make an Excess Cash Flow Payment for any fiscal quarter shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible apply if Borrower’s Owner’s Equity be is greater than 70% at or equal to sixty percent (60%), but will be reinstated if Owner’s Equity falls below sixty percent (60%), in each case measured for such fiscal quarter or year end, as the end of the immediately preceding fiscal year of the Borrowercase may be.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year until during the Maturity Dateterm of this Agreement, the Borrower shall calculate Excess Cash Flow based on its fiscal year end audited financial statements, and remit to Lender, Agent for the account of the Banks an amount equal to 7565% of the Borrower’s. ’s Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before 120 days after the end of each fiscal year of the Borrower Flow in accordance with this Section 2.25 (the “Excess Cash Flow Payment”). Excess Cash Flow Payments shall be paid by Borrower in four equal installments on the last day of each of the next immediately succeeding fiscal quarters of the Borrower following calculation of such amount (i.e., provided howeverDecember 31, that March 31, June 30, and September 30). Notwithstanding the foregoing, the first quarterly installment of the Excess Cash Flow Payment due in each fiscal year of the Borrower (i.e., the December 31 payment) may be deferred until Borrower delivers its fiscal year end audited financial statements to Agent in accordance with Section 5.01(c)(i), and such payment shall be due within ten (10) days of the due date for such financial statements. The total Excess Cash Flow Payments required hereunder under this Section 2.25 shall not exceed Six Million and No/100 Dollars ($4,000,000.00 6,000,000.00) in any fiscal year year, or Twenty-four Million and No/100 Dollars ($24,000,000.00) over the term of this Agreement (the “Maximum Excess Cash Flow PaymentFlow”) and provided that immediately prior to the ). Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if Payments received from the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment Borrower shall be applied first to the reduction variable rate portion of the outstanding principal balance of any variable rate Term Loan until fully paid, and then to the reduction of the outstanding principal balance of the Term Revolving LoanFixed Rate Loan (as defined in Section 2.03(d)). The No Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit considered to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute be a prepayment with respect to which a prepayment fee under Section 2.16 of this Agreement is required to be paid. Notwithstanding the foregoing, the no Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Borrower’s Tangible Owner’s Equity be greater than 7065% at the end of the immediately preceding fiscal year of the Borroweryear.

Excess Cash Flow. In addition Subject to all other payments of principal and interest required under this Agreement and the NotesIntercreditor Agreement, at commencing with the end of each fiscal year until ended December 31, 2022, within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1, or, if such financial statements are not delivered to Agent on the Maturity date such statements are required to be delivered pursuant to Section 5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, (the "Excess Cash Flow Due Date"), Borrowers shall prepay the Borrower shall remit to Lender, outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 75(1) 50% of the Borrower’s. Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before 120 days after the end of each fiscal year of the Borrower (the “"Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”Sweep Percentage") and provided that immediately prior to of the Excess Cash Flow Payment required by this Section 2.17of Parent and its Subsidiaries for such fiscal year, or after giving effect thereto, no default or Event minus (2) the aggregate amount of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth all voluntary prepayments in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction respect of the outstanding principal balance of the Term Revolving Loan. The Loan made by Borrowers during such fiscal year; provided, that, commencing with the fiscal year ended December 31, 2023, (A) 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 3.00:1.0 and greater than 2.50:1.0, Borrowers, at their election, may reduce the Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end Sweep Percentage to as low as 25% and (B) if such financial statements required by Section 5.01 (c)(1) demonstrate that the Leverage Ratio of this Agreement. Borrower shallParent and its Subsidiaries as of the end of such fiscal year was less than or equal to 2.50:1.0, within 30 days of Lender’s request remit Borrowers, at their election, may reduce the Excess Cash Flow Sweep Percentage to Lender as low as 0%; provided further, that any additional amounts due Lender under Excess Cash Flow payment made pursuant to this Section 2.4(e)(iv) shall exclude the portion of Excess Cash Flow that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition; provided further, that in the case of the fiscal year ended December 31, 2022, Borrowers shall only be obligated to prepay the outstanding principal amount of the Obligations in an amount not equal to exceed the Maximum Excess Cash Flow Payment. Any Sweep Percentage of the Excess Cash Flow Payment of the Parent and its Subsidiaries for the period commencing with the Closing Date and ending on December 31, 2022; provided further that, in the event Borrowers are unable to make any mandatory prepayment described in this Section 2.4(e)(iv) on any Excess Cash Flow Due Date due to the failure to satisfy the conditions in Section 6.6(a)(iii)(C) of the Revolving Loan Agreement (as in effect on the date hereof) on such date, then Borrowers shall not constitute a be obligated to make such prepayment with respect until, and shall make such prepayment on, the first date thereafter on which, before and after giving pro forma effect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoingsuch prepayment, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for Prepayment Conditions (as defined in the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should Revolving Loan Agreement on the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year of the Borrowerdate hereof) are satisfied.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the NotesAgreement, at the end of the first full fiscal quarter following the Conversion Date, and continuing each fiscal year quarter thereafter until the Maturity Date, the Borrower shall remit to LenderLender within five (5) days of delivery of the Financial Statements used to calculate the applicable Excess Cash Flow, an amount equal to 75% one hundred percent (100%) of the Borrower’s. ’s Excess Cash Flow, calculated based upon upon, with respect to the first three fiscal quarters of each fiscal year of Borrower, that fiscal yearquarter’s interim financial statementsFinancial Statements, on or before 120 sixty (60) days after the end of each such fiscal quarter of Borrower and, with respect to the fourth fiscal quarter of Borrower, the annual Financial Statements of Borrower required to be delivered pursuant to Section 5.01(c)(i) of the MLA, on or before one hundred and twenty (120) days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Fifty Thousand and No/100 Dollars ($4,000,000.00 1,250,000.00) in any fiscal quarter or Five Million and No/100 Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”). One hundred percent (100%) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving LoanLoan in the inverse order of maturity. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-end financial statements Financial Statements required by Section 5.01 (c)(15.01(c)(i) of this Agreementthe MLA. If any such recalculation evidences an underpayment by Borrower shallfor such fiscal year, then any time after the annual Financial Statements are required to be delivered pursuant to Section 5.01(c)(i) of the MLA, Borrower shall within 30 thirty (30) days of Lender’s request remit to Lender any additional amounts due amounts, resulting from such underpayment, to Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. If any such recalculation by Borrower or Lender evidences an overpayment by Borrower for such fiscal year, Borrower may reduce its next Excess Cash Flow Payment due by the amount of such overpayment until the entire overpayment is applied. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under this Agreement Section 2.10 of the MLA is required to be paid. Notwithstanding the foregoing, the requirement to make an Excess Cash Flow Payment for any fiscal quarter shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible apply if Borrower’s Owner’s Equity be is greater than 70% at or equal to sixty percent (60%), but will be reinstated if Owner’s Equity falls below sixty percent (60%), in each case measured for such fiscal quarter or year end, as the end of the immediately preceding fiscal year of the Borrowercase may be.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year until the Maturity Date, the Borrower shall remit to Lender, an amount equal to 75% of the Borrower’s. Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before Within 120 days after the end of each fiscal year Fiscal Year of the Borrower, Borrower (the “shall prepay an aggregate principal amount of Loans equal to 75% of Excess Cash Flow Payment”)for the Fiscal Year covered by such financial statements beginning with the Fiscal Year ending December 31, provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 in any fiscal year 2016 (the “Maximum Excess Cash Flow Payment”) and provided that immediately prior to the Excess Cash Flow Payment required for the Fiscal Year ending December 31, 2016 shall be calculated for the period from the Closing Date through December 31, 2016) less, without duplication of amounts deducted in any prior period, on a dollar-for-dollar basis an amount equal to all voluntary prepayments of (x) the Term Loans and (y) to the extent accompanied by this a corresponding permanent reduction in the Aggregate Revolving Credit Commitments, the Revolving Loans, in each case made during such preceding Fiscal Year; provided that (i) if the Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 2.17, 6.01(a) for such Fiscal Year) shall be 3.00 to 1.00 or after giving effect thereto, less as of the end of the most recent two consecutive Fiscal Quarters and no default Default or Event of Default has occurred and is continuing, Borrower shall exist. For clarity, if the prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow Payment would cause a default, then for such Fiscal Year and (ii) if the Excess Cash Flow Payment Consolidated Total Net Leverage Ratio (determined as of the last day of such Fiscal Year by reference to the Compliance Certificate delivered together with the financial statements delivered pursuant to Section 6.01(a) for such Fiscal Year) shall be reduced by no more than the amount needed 2.50 to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction 1.00 or less as of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year most recent two consecutive Fiscal Quarters and no Default or Event of the BorrowerDefault has occurred and is continuing, Borrower shall prepay an aggregate principal amount of Loans equal to 25% of Excess Cash Flow for such Fiscal Year.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the NotesAgreement, at the end of the first full fiscal quarter following the Conversion Date, and continuing each fiscal year quarter thereafter until the Maturity Date, the Borrower shall remit to LenderLender within five (5) days of delivery of the Financial Statements used to calculate the applicable Excess Cash Flow, an amount equal to 75% one hundred percent (100%) of the Borrower’s. ’s Excess Cash Flow, calculated based upon upon, with respect to the first three fiscal quarters of each fiscal year of Borrower, that fiscal yearquarter’s interim financial statementsFinancial Statements, on or before 120 sixty (60) days after the end of each such fiscal quarter of Borrower and, with respect to the fourth fiscal quarter of Borrower, the annual Financial Statements of Borrower required to be delivered pursuant to Section 5.01(c)(i), on or before one hundred and twenty (120) days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Fifty Thousand and No/100 Dollars ($4,000,000.00 1,250,000.00) in any fiscal quarter or Five Million and No/100 Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”). One hundred percent (100%) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving LoanLoan in the inverse order of maturity. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-end financial statements Financial Statements required by Section 5.01 5.01(c)(i). If any such recalculation evidences an underpayment by Borrower for such fiscal year, then any time after the annual Financial Statements are required to be delivered pursuant to Section 5.01(c)(i), the Borrower shall within thirty (c)(130) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due amounts, resulting from such underpayment, to Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. If any such recalculation by Borrower or Lender evidences an overpayment by Borrower for such fiscal year, Borrower may reduce its next Excess Cash Flow Payment due by the amount of such overpayment until the entire overpayment is applied. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under this Agreement Section 2.09 is required to be paid. Notwithstanding the foregoing, the requirement to make an Excess Cash Flow Payment for any fiscal quarter shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible apply if Borrower’s Owner’s Equity be is greater than 70% at or equal to sixty percent (60%), but will be reinstated if Owner’s Equity falls below sixty percent (60%), in each case measured for such fiscal quarter or year end, as the end of the immediately preceding fiscal year of the Borrowercase may be.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year end following the Closing Date until the Maturity Date, the Borrower GPO shall remit to Lenderthe Agent for the account of the Banks, an amount equal to 75% fifty percent (50%) of the Borrower’s. GPO’s Excess Cash Flow, calculated based upon that the immediately preceding fiscal year’s interim year end audited financial statements, on or before 120 90 days after the end of each fiscal year of the Borrower GPO (the “Excess Cash Flow Payment”); provided, provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Thousand and No/100 Dollars ($4,000,000.00 1,200,000.00) in any fiscal year (the “Maximum Excess Cash Flow PaymentFlow”) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17). Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee may be owing under this Agreement is required to be paidSection 2.13. Notwithstanding the foregoing, the The Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreementbe calculated annually based upon audited fiscal year end financial statements required by Section 5.01(c)(i). No Excess Cash Flow Payments Payment shall be required during any fiscal calendar year should the GPO’s Tangible Owner’s Equity be greater than 7060% at the end of the immediately preceding fiscal year end of GPO. It is understood and agreed (i) that calculation of Excess Cash Flow of GPO is calculated on a consolidated basis with the Affiliated Borrower, and (ii) that GPO’s and Affiliated Borrower’s aggregate obligation for the Excess Cash Flow Payment (under this Agreement and under the Affiliated Borrower’s Credit Agreement) shall not at any time of determination exceed 100% of the Borrowercalculated Excess Cash Flow amount.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the Notes, at the end of each fiscal year until the Maturity Date, the Borrower shall remit to Lender, an amount equal to 75% of the Borrower’s. ’s Excess Cash Flow, calculated based upon that fiscal year’s interim financial statements, on or before 120 days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed $4,000,000.00 in any fiscal year (the “Maximum Excess Cash Flow Payment”) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving Loan. The Excess Cash Flow Payment shall be calculated annually based upon audited fiscal year-end financial statements required by Section 5.01 (c)(1c)(i) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. Any Excess Cash Flow Payment shall not constitute a prepayment with respect to which a prepayment fee under this Agreement is required to be paid. Notwithstanding the foregoing, the Excess Cash Flow Payment shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible Owner’s Equity be greater than 70% at the end of the immediately preceding fiscal year of the Borrower.

Excess Cash Flow. In addition to all other payments of principal and interest required under this Agreement and the NotesAgreement, at the end of the first full fiscal quarter following the Conversion Date, and continuing each fiscal year quarter thereafter until the Maturity Date, the Borrower shall remit to LenderLender within five (5) days of delivery of the Financial Statements used to calculate the applicable Excess Cash Flow, an amount equal to 75% one hundred percent (100%) of the Borrower’s. ’s Excess Cash Flow, calculated based upon upon, with respect to the first three fiscal quarters of each fiscal year of Borrower, that fiscal yearquarter’s interim financial statementsFinancial Statements, on or before 120 sixty (60) days after the end of each such fiscal quarter of Borrower and, with respect to the fourth fiscal quarter of Borrower, the annual Financial Statements of Borrower required to be delivered pursuant to Section 5.01(c)(i), on or before one hundred and twenty (120) days after the end of each fiscal year of the Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Fifty Thousand and No/100 Dollars ($4,000,000.00 1,250,000.00) in any fiscal quarter or Five Million and No/100 Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow Payment”). One hundred percent (100%) and provided that immediately prior to the Excess Cash Flow Payment required by this Section 2.17, or after giving effect thereto, no default or Event of Default shall exist. For clarity, if the Excess Cash Flow Payment would cause a default, then the Excess Cash Flow Payment shall be reduced by no more than the amount needed to maintain compliance with the requirements set forth in this Section 2.17. Such payment shall be applied first to the reduction of the outstanding principal of any variable rate Term Loan and then to the reduction of the outstanding principal balance of the Term Revolving LoanLoan in the inverse order of maturity. The Excess Cash Flow Payment shall be re-calculated annually based upon audited fiscal year-end financial statements Financial Statements required by Section 5.01 5.01(c)(i). If any such recalculation evidences an underpayment by Borrower for such fiscal year, then any time after the annual Financial Statements are required to be delivered pursuant to Section 5.01(c)(i), Borrower shall within thirty (c)(130) of this Agreement. Borrower shall, within 30 days of Lender’s request remit to Lender any additional amounts due amounts, resulting from such underpayment, to Lender under this Section in an amount not to exceed the Maximum Excess Cash Flow Payment. If any such recalculation by Borrower or Lender evidences an overpayment by Borrower for such fiscal year, Borrower may reduce its next Excess Cash Flow Payment due by the amount of such overpayment until the entire overpayment is applied. Any Excess Cash Flow Payment or any other payment from Excess Cash Flow shall not constitute a prepayment with respect to which a prepayment fee under this Agreement Section 2.10 is required to be paid. Notwithstanding the foregoing, the requirement to make an Excess Cash Flow Payment for any fiscal quarter shall not exceed an aggregate amount of $16,000,000.00 for the term of this Agreement. No Excess Cash Flow Payments shall be required during any fiscal year should the Tangible apply if Borrower’s Owner’s Equity be is greater than 70% at or equal to sixty percent (60%), but will be reinstated if Owner’s Equity falls below sixty percent (60%), in each case measured for such fiscal quarter or year end, as the end of the immediately preceding fiscal year of the Borrowercase may be.