Common use of Mandatory Prepayment of Term Loans Clause in Contracts

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, the Borrower shall prepay the Term Loans by an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereof.

Mandatory Prepayment of Term Loans. (a) Subject The Borrower shall apply all Net Proceeds (other than Net Proceeds of ABL Priority Collateral Asset Sales) to clauses prepay Term Loans within five Business Days following receipt of such Net Proceeds (dunless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided that (i) and on or prior to the fifth Business Day following receipt thereof, such Net Proceeds shall be deposited in an Asset Sale Proceeds Account, (eii) hereofnotwithstanding the foregoing, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentencecase of Net Proceeds received from an Asset Sale or a Recovery Event, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (iii) if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay Credit Agreement Refinancing Indebtedness, Indebtedness permitted under Section 6.01(b) or Indebtedness that is subject to a Lien permitted under Section 6.02(t)(i), in each case, that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Credit Agreement Refinancing Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”)), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and (iv) no payments under Section 2.14 shall be required in connection with any prepayment under this clause (a); provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable 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) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this clause (a) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans by an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses the terms hereof (d) and (e) hereofto the extent such Net Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrowers shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Parent Borrower or any of its Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that thereof minus the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) no Default the Borrowers shall, in accordance with Subsection 4.4(g), prepay the Term Loans within 120 days following the last day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year commencing after the Closing Date) (each, an “ECF Payment Date”), in an amount equal to (A)(1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Parent Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (s) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or Event retired and any prepayment of Default has occurred Term Loans (including Incremental Term Loans, Extended Term Loans and is continuing Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (w) below), (u) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Parent Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such Fiscal Year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed application pursuant to clause (z) below), (v) the amount of Capital Expenditures either made in cash or accrued during such Fiscal Year (provided that, whether any such Capital Expenditures shall be deducted for the Fiscal Year in which cash payments for such Capital Expenditures have been paid or the Fiscal Year in which such Capital Expenditures have been accrued shall be at the time Borrower Representative’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent Fiscal Year) (which, in any event, shall not include any deemed application pursuant to clause (z) below), (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(w) or (x)), (x) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower Representative as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the Borrower Representative’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(2) in respect of prior Fiscal Years, the aggregate consideration required to be paid in cash by the Parent Borrower or any of the sale and at Restricted Subsidiaries pursuant to binding contracts (the time “Contract Consideration”) entered into prior to or during such Fiscal Year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the application type described in clause (iii) of the definition thereof and intercompany Investments by and among the Parent Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such proceeds Fiscal Year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, in each case, excluding prepayments funded with proceeds from the Reinvestment PeriodIncurrence of long-term Indebtedness (including a revolving credit facility) (unless, in the case of clause (v), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Payment Amount”) minus (B) the portion of such remaining excess proceeds ECF Payment Amount applied (to the Agentextent Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loan Loans; provided that (x) such percentage in clause (1) above shall be reduced to 0% if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 3.00:1.00 and (y) the Borrowers shall only be required to make any payment described in clause (iii) to the extent that the ECF Payment Amount determined in accordance with clauses (d1) and (e2) hereofof clause (iii)(A) exceeds $15,000,000, and in such case the ECF Payment Amount shall be the amount in excess of $15,000,000. Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.00% of such excess the Net Cash Proceeds provided, however that thereof minus the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event portion of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if applied (to the extent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following conditions are satisfied: notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iiii) promptly the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans no later than the 10th Business Day after the 120th day following the salelast day of the immediately preceding Fiscal Year (commencing with the first Fiscal Year commencing after the Closing Date) (each, the Borrower provides an “ECF Payment Date”), in an amount equal to (A)(1) 50.00% (as may be adjusted pursuant to the Agent a certificate executed last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a) and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a Responsible Officer corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the Borrower extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (“Reinvestment Certificate”provided that such deduction for prepayments pursuant to Subsection 4.4(l) stating shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a) and Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection 4.4(l) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) shall be limited to the sale has occurredactual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (provided that no prepayments made pursuant to the other clauses of this Subsection 4.4(e) shall be included in Subsections 4.4(e)(iii)(A)(2)(w) or (x)), (y) that no Default or Event of Default has occurred and is continuing either as of any ABL Facility Loans prepaid to the date of extent accompanied by a corresponding permanent commitment reduction under the sale or as of the date of the Reinvestment CertificateSenior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below), and (z) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a description corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (including a revolving credit facility) (the amount described in this clause (A), the “ECF Payment Amount”) minus (B) the portion of such ECF Payment Amount applied (to the extent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans; provided that such percentage in clause (1) above shall be reduced to (I) 25.00% if the Consolidated Secured Leverage Ratio as of the planned Reinvestment last day of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, immediately preceding Fiscal Year was less than or equal to 3.00:1.00 but greater than 2.50:1.00 and (iiiII) no Default or Event of Default has occurred and is continuing at 0% if the time Consolidated Secured Leverage Ratio as of the sale and at the time last day of the application of such proceeds immediately preceding Fiscal Year was less than or equal to Reinvestment2.50:1.00. If any such proceeds have not been Reinvested at Nothing in this Subsection 4.4(e) shall limit the end rights of the Reinvestment Period, Agents and the Borrower shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan Lenders set forth in accordance with clauses (d) and (e) hereofSection 9.

Mandatory Prepayment of Term Loans. (ai) The Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)) and (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to 100.0% of the Net Cash Proceeds thereof (plus any portion of such Indebtedness which represents Rollover Indebtedness) minus the portion of such Net Cash Proceeds applied (to the extent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h). Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A) or Subsection 4.4(e)(ii)(B), but not any other prepayment of Initial Term Loans pursuant to this Subsection 4.4(e), made prior to August 1, 2026 shall be accompanied by the payment of the applicable fee designated by the Borrower in its sole discretion and as required by Subsection 4.5(b). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9. (f) [Reserved]. (g) Subject to clauses the last sentence of Subsection 4.4(h) and Subsection 4.4(k), each prepayment of Term Loans pursuant to Subsection 4.4(e) (dother than a prepayment with the proceeds of Specified Refinancing Term Loans) shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans; provided, that at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. Each prepayment of Term Loans pursuant to Subsection 4.4(a) shall be applied within each applicable Tranche of Term Loans to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given, in direct order of maturity). Each prepayment of Term Loans pursuant to Subsection 4.4(e) shall be applied within each applicable Tranche of Term Loans, first, to the accrued interest on the principal amount of Term Loans being prepaid and, second, to the respective installments of principal thereof in the manner directed by the Borrower (or, if no such direction is given in direct order of maturity). Notwithstanding any other provision of this Subsection 4.4, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Term Loans pursuant to Subsection 4.4(a) or (e), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such 104 prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents). (h) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans pursuant to Subsection 4.4(e), promptly (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Subsection 4.4(e)(i), on or before the date specified in Subsection 8.4(b) and (eii) hereofin the case of mandatory prepayments pursuant to Subsection 4.4(e)(ii), immediately upon receipt by any Credit Party on or before the date specified in such clause, as the case may be (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in each, a “Prepayment Date”). Subject to the following sentence, once given, such notice shall be irrevocable 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 Subsection 4.4(h)). Any such notice of prepayment pursuant to Subsection 4.4(e) may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent, on or prior to the specified effective date) if such condition is not satisfied or waived. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall prepay immediately give notice to each Lender of the prepayment and the Prepayment Date. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such prepayment (other than a prepayment pursuant to Subsection 4.4(e)(ii), except as otherwise provided for in the last sentence of Subsection 4.4(g)) by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the Prepayment Date. 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 may, at the option of the Borrower, be applied to the payment or prepayment of Indebtedness, including any Junior Debt, or otherwise be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with this Agreement. (i) Without limitation of Subsections 2.8 and 8.1(b)(i), amounts prepaid on account of Term Loans pursuant to Subsection 4.4(a), (e) or (l) may not be reborrowed. (j) If the Borrower determines in good faith, which determination shall be conclusive, that repatriating any amounts attributable to Foreign Subsidiaries that are required to be applied to prepay Term Loans pursuant to Subsection 4.4(e)(i) (x) would result in material adverse tax consequences to Topco or one of its Subsidiaries or (y) (1) could reasonably be expected to be prohibited or delayed by an amount equal or violate or conflict with applicable local law, (2) is restricted by applicable organizational documents or any agreement, (3) is subject to one hundred percent other organizational or administrative impediments from being repatriated to the United States or (100%4) conflicts with the fiduciary duties of such excess Net Cash Proceeds providedthe applicable directors, however that or results in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any applicable officer, director or manager, then, in each case the Borrower shall not be obligated required to prepay such amounts as required thereunder, and such amounts may be retained by the Term Loan with (i) applicable Foreign Subsidiary; provided that, in the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event case of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, this clause (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period), the Borrower shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereof.take commercially

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agentshall, to be applied to repay the Term Loan in accordance with clauses Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (dcommencing with the fiscal year ending on or about February 3, 2019) (or, if later, the date on which such financial statements are required to be delivered) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and to the extent that the amount of such Excess Cash FlowApplicable ECF Amount exceeds $10,000,00020,000,000 , minus (2) the sum of (tq) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (wu ) below), (ur ) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid pursuant to Subsection 2.2 and Pari Passu Indebtedness repaid pursuant to any amortization schedule provided for in such facility, in each case during such fiscal year, (s) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (eon a consolidated basis) hereof.in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed applicationContract Consideration previously deducted pursuant to clause (z) below), (vt) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2t) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any deemed applicationCapital Expenditures previously deducted pursuant to clause

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentence, the Borrower Borrowers shall prepay the Term Loans by an amount equal to one hundred percent (100%) % of such excess Net Cash Proceeds provided, however that the Borrower Borrowers shall not be obligated to prepay the Term Loan Loans with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides Borrowers provide to the Agent a certificate executed by a Responsible Officer of the Borrower Borrowers (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced and completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower Borrowers shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan Loans in accordance with clauses (d) and (e) hereof.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agentshall, to be applied to repay the Term Loan in accordance with clauses Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (dcommencing with the fiscal year ending on or about February 3, 2019) (or, if later, the date on which such financial statements are required to be delivered) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and to the extent that the amount of such Excess Cash FlowApplicable ECF Amount exceeds $10,000,00020,000,000 , minus (2) the sum of (tq) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (wu) below), (ur) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid pursuant to Subsection 2.2 and Pari Passu Indebtedness repaid pursuant to any amortization schedule provided for in such facility, in each case during such fiscal year, (s) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (eon a consolidated basis) hereof.in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed applicationContract Consideration previously deducted pursuant to clause (z) below), (vt) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2t) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any deemed applicationCapital Expenditures previously deducted pursuant to clause

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by If the Borrower or any Credit Party (excluding any Foreign Subsidiaries) of any its Subsidiaries receives Net Cash Proceeds from any Asset Sales which are not Reinvested as described a Non-Ordinary Course Disposition and the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is equal to or greater than 4.00 to 1.00, the Borrower shall prepay the Term Loans, within fifteen (15) Business Days following the receipt thereof, in an amount equal to 100% of such Net Cash Proceeds; provided that, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is less than or equal to 5.00 to 1.00 and no Event of Default exists, the Borrower shall be permitted to reinvest such Net Cash Proceeds to repair, replace or restore the assets disposed of pursuant to such Non-Ordinary Course Disposition or reinvest such Net Cash Proceeds in productive assets or properties or otherwise in the business of the Borrower or its Subsidiaries (collectively, the “Reinvestment”) within one year after receipt of such Net Cash Proceeds, in which case, the Borrower shall give the Administrative Agent written notice (the “Reinvestment Notice”) thereof within fifteen (15) Business Days following the receipt of such Net Cash Proceeds. If the Borrower elects to use Net Cash Proceeds for Reinvestment pursuant to the immediately preceding sentence, within one year following the date of the Reinvestment Notice (the “Reinvestment Period”), the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that such Reinvestment has been completed on or before the end of the Reinvestment Period and, to the extent such Reinvestment has not been completed, the Borrower shall prepay the Term Loans by in an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment amount of such Net Cash Proceeds is completed within not used for such Reinvestment. For the Reinvestment Periodavoidance of doubt, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and (iii) no Default or Event all other appropriate pro forma events), but excluding the proceeds of Default has occurred and is continuing at such Non-Ordinary Course Disposition for the time purposes of netting cash on hand in the foregoing calculation of the sale and at the time of the application of such proceeds Leverage Ratio, is less than 4.00 to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period1.00, the Borrower no prepayments under this Section 2.11 shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereofrequired.

Mandatory Prepayment of Term Loans. (1) Subject to Sections 2.08(6), 2.08(8) and 2.08(9), the Borrower will apply 100% of all Net Cash Proceeds received by it or any of its Restricted Subsidiaries in an Asset Sale made pursuant to the General Asset Sale Basket (other than any ABL Priority Collateral Asset Sale) or any Sale Leaseback Transaction to prepay Term Loans within ten Business Days following receipt of such Net Cash Proceeds; provided that: (a) if at the time that any such prepayment would be required, the Borrower is required to, or to offer to, repurchase, redeem, repay or prepay any Pari Passu Lien Debt or ABL Loans (any such Pari Passu Lien Debt and ABL Loans, “Other Applicable Indebtedness”) with such Net Cash Proceeds, then the Borrower may apply such Net Cash Proceeds to redeem, repurchase, repay or prepay Term Loans and Other Applicable Indebtedness (in the case of any revolving facilities to the extent accompanied by a permanent reduction of the corresponding commitment) on a pro rata basis (or more favorable basis from the perspective of the applicable Lenders) and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.08(1) will be reduced accordingly; (b) for purposes of the preceding clause (a), pro rata basis will be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness outstanding at such time, with it being agreed that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness will not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds will be allocated to the prepayment of the Term Loans (in accordance with the terms hereof) to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding; and (c) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased, redeemed, repaid or prepaid, the declined amount will promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms 95 US-DOCS\97700238.15141444430.9 hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (2) Subject to clauses Section 2.08(6) and 2.08(9), commencing with the fiscal year ending December 31, 2019, not later than five Business Days after the Financial Officer certificate pursuant to Section 5.04(3) for the corresponding Excess Cash Flow Period shall have been delivered or required to be delivered, the Borrower will apply the following amount to the prepayment of Term Loans: (da) the Required Percentage of such Excess Cash Flow (if any); minus (b) the sum of: (i) voluntary prepayments of Term Loans and Pari Passu Lien Debt (including those made through debt buybacks and in the case of below-par buybacks in an amount equal to the discounted amount actually paid in cash in respect thereof), in each case other than revolving Indebtedness; and (ii) loans under the ABL Credit Agreement, any ABL Incremental Facility or other revolving Pari Passu Lien Debt (to the extent accompanied by a corresponding reduction in the commitments); in each case, (x) during such Excess Cash Flow Period or following the end of such Excess Cash Flow Period and prior to the date of delivery of such Financial Officer certificate (provided that, with respect to any such amount following the end of such Excess Cash Flow Period, such amount is not included in any subsequent calculation pursuant to this clause (b)) and (ey) to the extent such prepayments are not funded with the proceeds of Funded Debt; provided that no such payment shall be required if such amount is equal to or less than $15,000,000; provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower is required to, or to offer to, repurchase, redeem, repay or prepay any Pari Passu Lien Debt with all or a portion of such Excess Cash Flow (any such Pari Passu Lien Debt, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow to redeem, repurchase, repay or prepay Term Loans and Other Applicable ECF Indebtedness (in the case of any revolving facilities, to the extent accompanied by a permanent reduction of corresponding commitments) on a pro rata basis (or more favorable basis from the perspective of the applicable Lenders) and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.08(2) will be reduced accordingly; (B) for purposes of the preceding clause (A), pro rata basis will be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness outstanding at such time, with it being agreed that the portion of such Excess Cash Flow allocated to the 96 US-DOCS\97700238.15141444430.9 Other Applicable ECF Indebtedness will not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow will be allocated to the prepayment of the Term Loans in accordance with the terms hereof (to the extent such Excess Cash Flow would otherwise have been required to be so applied if such Other Applicable ECF Indebtedness was not then outstanding); and (c) to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased, repaid or prepaid, the declined amount will promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such Excess Cash Flow would otherwise have been required to be so applied if such Other Applicable ECF Indebtedness was not then outstanding). (3) On the date that is the earlier of (x) 45 Business Days following the Closing Date and (y) the date of settlement of the Specified Tender Offer (such earlier date, the “Specified Tender Offer Prepayment Date”), the Borrower will prepay the Term Loans in an amount equal to the aggregate outstanding principal amount of any Impax Convertible Notes, if any, on the Specified Tender Offer Prepayment Date after giving effect to the Specified Tender Offer, if any. (4) The Borrower will apply 100% of the Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness that is not Excluded Indebtedness to the prepayment of Term Loans, on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds. (5) Except as may otherwise be set forth in any Permitted Amendment to the extent permitted by the terms hereof, immediately upon receipt (a) each prepayment of Term Loans pursuant to Section 2.08(1), (2), (3) and (4) will be applied ratably to each Class of Term Loans then outstanding, (b) with respect to each Class of Loans, each prepayment pursuant to Section 2.08(1), (2), (3) and (4) will be applied to the then remaining scheduled installments of principal thereof pursuant to Section 2.06 as directed by the Borrower (and absent such direction, in direct order of maturity), and (c) each such prepayment shall be paid to the Lenders in accordance with their respective proportionate shares (based on each such Lender’s participation in the Term Loans prepaid). (6) Notwithstanding anything in this Section 2.08 to the contrary, any Credit Party Lender may elect, by notice to the Administrative Agent by telephone (excluding confirmed by hand delivery, facsimile transmission or e-mail) at least two Business Days prior to the required prepayment date, to decline all or any Foreign Subsidiariesportion of any mandatory prepayment of its Term Loans pursuant to this Section 2.08 (other than clauses (3) and (4) of this Section 2.08), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined will be retained by the Borrower and applied for any permitted purpose hereunder. Such prepayments will be applied on a pro rata basis to the then 97 US-DOCS\97700238.15141444430.9 outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency, Term Benchmark Loans or RFR Loans. (7) The Borrower will deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.08, (a) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (b) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. Prepayment of the Term Loans pursuant to this Section 2.08 will be made without premium or penalty, accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. No payments under Section 2.13 will be required in connection with a prepayment of Term Loans pursuant to this Section 2.08. (8) With respect to any Net Cash Proceeds from received with respect to any Asset Sales which are not Reinvested as described in Sale that gives rise to a prepayment event pursuant to Section 2.08(1), at the following sentenceoption of the Borrower, the Borrower shall prepay the Term Loans by may (in lieu of making a prepayment pursuant to Section 2.08(1)) elect to reinvest (directly, or through one or more of its Restricted Subsidiaries) an amount equal to one hundred percent (100%) all or any portion of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds (the “Reinvestment Deferred Amount”) in assets used or useful for the business of the Borrower and its Restricted Subsidiaries (a) within eighteen (18) months following receipt of such Net Cash Proceeds or (b) if the Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within eighteen (18) months following conditions are satisfied: receipt of such Net Cash Proceeds, no later than one hundred and eighty (i180) promptly following days after the sale, the Borrower provides end of such eighteen month period. (9) Notwithstanding any provisions of this Section 2.08 to the Agent a certificate executed by contrary, (a) to the extent that a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) has reasonably determined in good faith in consultation with the Administrative Agent that any or all of the sale has occurredNet Cash Proceeds or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.08(1), (y2) that no Default or Event of Default has occurred and (4) is continuing either as of prohibited or delayed by applicable local law from being repatriated to the date of United States, the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have Excess Cash Flow so affected will not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agent, be required to be applied to repay prepay Term Loans at the times provided in this Section 2.08, but may be retained by the Borrower or the applicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation to the United States. Once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected promptly and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loan in accordance with clauses (d) Loans pursuant to this Section 2.08 to the extent provided herein; provided that the Borrower hereby agrees, and (e) hereof.will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by applicable local law to permit any such repatriation; or 98 US-DOCS\97700238.15141444430.9

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by If the Borrower or any Credit Party (excluding any Foreign Subsidiaries) of any its Subsidiaries receives Net Cash Proceeds from any Asset Sales which are not Reinvested as described a Non-Ordinary Course Disposition and the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is equal to or greater than 3.75 to 1.00, the Borrower shall prepay the Term Loans, within fifteen (15) Business Days following the receipt thereof, in an amount equal to 100% of such Net Cash Proceeds; provided that, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is less than or equal to 4.25 to 1.00, the Borrower shall be permitted to reinvest such Net Cash Proceeds to repair, replace or restore the assets disposed of pursuant to such Non-Ordinary Course Disposition or reinvest such Net Cash Proceeds in productive assets or properties or otherwise in the business of the Borrower or its Subsidiaries (collectively, the “Reinvestment”) within one year after receipt of such Net Cash Proceeds, in which case, the Borrower shall give the Administrative Agent written notice (the “Reinvestment Notice”) thereof within fifteen (15) Business Days following the receipt of such Net Cash Proceeds. If the Borrower elects to use Net Cash Proceeds for Reinvestment pursuant to the immediately preceding sentence, within one year following the date of the Reinvestment Notice (the “Reinvestment Period”), the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that such Reinvestment has been completed on or before the end of the Reinvestment Period and, to the extent such Reinvestment has not been completed, the Borrower shall prepay the Term Loans by in an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment amount of such Net Cash Proceeds is completed within not used for such Reinvestment. For the Reinvestment Periodavoidance of doubt, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and (iii) no Default or Event all other appropriate pro forma events), but excluding the proceeds of Default has occurred and is continuing at such Non-Ordinary Course Disposition for the time purposes of netting cash on hand in the foregoing calculation of the sale and at the time of the application of such proceeds Leverage Ratio, is less than 3.75 to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period1.00, the Borrower no prepayments under this Section 2.11 shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereofrequired.

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by If the Borrower or any Credit Party (excluding any Foreign Subsidiaries) of any its Subsidiaries receives Net Cash Proceeds from any Asset Sales which are not Reinvested as described a Non-Ordinary Course Disposition and the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is equal to or greater than 3.75 to 1.00, the Borrower shall prepay the Term Loans, within fifteen (15) Business Days following the receipt thereof, in an amount equal to 100% of such Net Cash Proceeds; provided that, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is less than or equal to 4.75 to 1.00 and no Event of Default exists, the Borrower shall be permitted to reinvest such Net Cash Proceeds to repair, replace or restore the assets disposed of pursuant to such Non-Ordinary Course Disposition or reinvest such Net Cash Proceeds in productive assets or properties or otherwise in the business of the Borrower or its Subsidiaries (collectively, the “Reinvestment”) within one year after receipt of such Net Cash Proceeds, in which case, the Borrower shall give the Administrative Agent written notice (the “Reinvestment Notice”) thereof within fifteen (15) Business Days following the receipt of such Net Cash Proceeds. If the Borrower elects to use Net Cash Proceeds for Reinvestment pursuant to the immediately preceding sentence, within one year following the date of the Reinvestment Notice (the “Reinvestment Period”), the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that such Reinvestment has been completed on or before the end of the Reinvestment Period and, to the extent such Reinvestment has not been completed, the Borrower shall prepay the Term Loans by in an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment amount of such Net Cash Proceeds is completed within not used for such Reinvestment. For the Reinvestment Periodavoidance of doubt, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and (iii) no Default or Event all other appropriate pro forma events), but excluding the proceeds of Default has occurred and is continuing at such Non-Ordinary Course Disposition for the time purposes of netting cash on hand in the foregoing calculation of the sale and at the time of the application of such proceeds Leverage Ratio, is less than 3.75 to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period1.00, the Borrower no prepayments under this Section 2.11 shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereofrequired.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agentshall, to be applied to repay the Term Loan in accordance with clauses Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (dcommencing with the fiscal year ending on or about December 31, 2019) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and to the extent that the Applicable ECF Amount exceeds $10,000,000, minus (2) the sum of (q) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (t), (w) or (x) below), (r) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (eon a consolidated basis) hereof.in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any Contract Consideration previously deducted pursuant to clause (y) below), (s) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (s) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any Capital Expenditures previously deducted pursuant to clause (y) below), (t) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b), to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (w) or (x) below), (u) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (v), (w) or (x) below),

Mandatory Prepayment of Term Loans. (a) Subject to clauses The Borrower shall apply all Net Proceeds (d) other than Net Proceeds of ABL Priority Collateral Asset Sales and Net Proceeds described in clause (e) hereof, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiariesc) of any the definition of “Net Cash Proceeds”) to prepay Term Loans within five Business Days following receipt of such Net Proceeds from any (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided that (i) on or prior to the fifth Business Day following receipt thereof, such Net Proceeds shall be deposited in an Asset Sales which are not Reinvested as described Sale Proceeds Account, (ii) notwithstanding the foregoing, in the following sentencecase of Net Proceeds received from an Asset Sale or a Recovery Event, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (iii) if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem or repay or prepay Credit Agreement Refinancing Indebtedness, Indebtedness permitted under Section 6.01(b) or Indebtedness that is subject to a Lien permitted under Section 6.02(t)(i), in each case, that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Credit Agreement Refinancing Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”)), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and (iv) no payments under Section 2.14 shall be required in connection with any prepayment under this clause (a); provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable 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) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this clause (a) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans by an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses the terms hereof (d) and (e) hereofto the extent such Net Proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding).

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or Event about February 3, 2019) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of Default has occurred this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year, if and is continuing to the extent that the amount of such Excess Cash Flow exceeds $10,000,000, minus (2) the sum of (t) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (w) below), (u) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed application pursuant to clause (z) below), (v) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the time Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (2) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any deemed application pursuant to clause (z) below), (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), (x) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(2) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the sale and at Restricted Subsidiaries pursuant to binding contracts (the time “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the application type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such proceeds fiscal year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that no prepayments made pursuant to the Reinvestment Periodother clauses of this Subsection 4.4(e) shall be included in Subsection 4.4(e)(iii)(A)(2)(t), (u), (v), (w), (x), (y) or (z)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (unless, in the case of clause (v), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Prepayment Amount”) minus (B) the portion of such remaining excess proceeds ECF Prepayment Amount applied or offered (to the Agentextent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loan Loans; provided that such percentage in accordance with clauses clause (d1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 4.25:1.00. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the 6 month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and (e) hereofthe Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or Event about February 3, 2019) (or, if later, the date on which such financial statements are required to be delivered) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of Default has occurred this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and is continuing to the extent that the Applicable ECF Amount exceeds $20,000,000, minus (2) the sum of (q) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (u) below), (r) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid pursuant to Subsection 2.2 and Pari Passu Indebtedness repaid pursuant to any amortization schedule provided for in such facility, in each case during such fiscal year, (s) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any Contract Consideration previously deducted pursuant to clause (z) below), (t) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the time Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (t) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any Capital Expenditures previously deducted pursuant to clause (z) below), (u) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid or prepaid pursuant to Subsection 2.2(b) or 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), (v) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (w), (x) or (y) below), (w) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (x) or (y) below), (x) the aggregate principal amount of ABL Facility Loans prepaid during such fiscal year, in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the sale Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the time Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(A)(2) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the application Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such proceeds fiscal year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that, except as otherwise specified herein, no prepayments made pursuant to the Reinvestment Periodother clauses of this Subsection 4.4(e) shall be included in Subsection 4.4(e)(iii)(A)(2)(q), (r), (s), (t), (u), (v), (w), (x), (y) or (z)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (unless, in the case of clause (u) or (v), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Prepayment Amount”) minus (B) the portion of such remaining excess proceeds ECF Prepayment Amount applied or offered (to the Agentextent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loan Loans; provided that such percentage in accordance clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 3.25:1.00, after giving pro forma effect to the applicable prepayment with clauses (dthe Applicable ECF Amount pursuant to this Subsection 4.4(e)(iii); provided, further that, with respect to any portion of the Applicable ECF Amount in excess of the portion required to achieve, on a pro forma basis, the Consolidated Secured Leverage Ratio threshold specified in the immediately foregoing proviso, such reduced percentage shall apply. Each prepayment of Original Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Original Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the 6 month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(i). Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Tranche B Term Loans pursuant to Subsection 4.4(e) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and (e) hereofthe Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any Restricted Subsidiaries shall Incur Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1 other than Specified Refinancing Term Loans), the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans (or, in the case of the incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.00% of such excess the Net Cash Proceeds provided, however that thereof minus the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h), and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such remaining excess proceeds to the Agentshall, to be applied to repay the Term Loan in accordance with clauses Subsection 4.4(g), prepay the Term Loans no later than the 10th Business Day after the 120th day following the last day of the immediately preceding Fiscal Year (dcommencing with the first Fiscal Year commencing after the Closing Date) (each, an “ECF Payment Date”), in an amount equal to (A)(1) 50.00% (as may be adjusted pursuant to the last proviso of this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year minus (2) the sum of (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) prepaid pursuant to Subsection 4.4(a) and Pari Passu Indebtedness (ein the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) hereof.voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans, in each case to the extent constituting Pari Passu Indebtedness) pursuant to Subsection

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(c), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(c), prepay (or exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(d) and (iii) no Default the Borrower shall, in accordance with Subsection 4.4(c), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding Fiscal Year are delivered pursuant to Subsection 7.1(a) (commencing with the Fiscal Year ending on or Event about October 31, 2019) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of Default has occurred this clause (iii)) of the Borrower’s Excess Cash Flow for such Fiscal Year, if and is continuing to the extent that the amount of such Excess Cash Flow exceeds $7,500,000, minus (2) the sum of (t) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(h) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(h) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (w) below), (u) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such Fiscal Year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any deemed application pursuant to clause (z) below), (v) the amount of Capital Expenditures either made in cash or accrued during such Fiscal Year (provided that, whether any such Capital Expenditures shall be deducted for the Fiscal Year in which cash payments for such Capital Expenditures have been paid or the Fiscal Year in which such Capital Expenditures have been accrued shall be at the time Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure that has previously been deducted under this clause (2) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent Fiscal Year) (which, in any event, shall not include any deemed application pursuant to clause (z) below), (w) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Loans) pursuant to Subsection 4.4(h) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(h) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii), (x) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Senior ABL Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(b)(iii) and (z) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(b)(iii)(2) in respect of prior Fiscal Years, the aggregate consideration required to be paid in cash by the Borrower or any of the sale and at Restricted Subsidiaries pursuant to binding contracts (the time “Contract Consideration”) entered into prior to or during such Fiscal Year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the application type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such proceeds Fiscal Year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that no prepayments made pursuant to the Reinvestment Periodother clauses of this Subsection 4.4(b) shall be included in Subsection 4.4(b)(iii)(A)(2)(t), (u), (v), (w), (x), (y) or (z)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (unless, in the case of clause (v), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Prepayment Amount”) minus (B) the portion of such remaining excess proceeds ECF Prepayment Amount applied or offered (to the Agentextent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loan Loans; provided that such percentage in accordance with clauses clause (d1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than 2.50:1.00. Each prepayment of Initial Term Loans pursuant to Subsection 4.4(b)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(b), made on or prior to the six month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction and (econstituting Specified Refinancing Loans, shall be accompanied by the payment of the fee required by Subsection 4.5(b). Nothing in this Subsection 4.4(b) hereofshall limit the rights of the Agents and the Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (a) Subject to clauses (d) and (e) hereof, immediately upon receipt by If the Borrower or any Credit Party (excluding any Foreign Subsidiaries) of any its Subsidiaries receives Net Cash Proceeds from any Asset Sales which are not Reinvested as described a Non-Ordinary Course Disposition and the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is equal to or greater than 3.75 to 1.00, the Borrower shall prepay the Term Loans, within fifteen (15) Business Days following the receipt thereof, in an amount equal to 100% of such Net Cash Proceeds; provided that, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and all other appropriate pro forma events), but excluding the proceeds of such Non-Ordinary Course Disposition for the purposes of netting cash on hand in the foregoing calculation of the Leverage Ratio, is less than or equal to 4.50 to 1.00, the Borrower shall be permitted to reinvest such Net Cash Proceeds to repair, replace or restore the assets disposed of pursuant to such Non-Ordinary Course Disposition or reinvest such Net Cash Proceeds in productive assets or properties or otherwise in the business of the Borrower or its Subsidiaries (collectively, the “Reinvestment”) within one year after receipt of such Net Cash Proceeds, in which case, the Borrower shall give the Administrative Agent written notice (the “Reinvestment Notice”) thereof within fifteen (15) Business Days following the receipt of such Net Cash Proceeds. If the Borrower elects to use Net Cash Proceeds for Reinvestment pursuant to the immediately preceding sentence, within one year following the date of the Reinvestment Notice (the “Reinvestment Period”), the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that such Reinvestment has been completed on or before the end of the Reinvestment Period and, to the extent such Reinvestment has not been completed, the Borrower shall prepay the Term Loans by in an amount equal to one hundred percent (100%) of such excess Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with (i) the first $250,000 in Net Cash Proceeds received in any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment amount of such Net Cash Proceeds is completed within not used for such Reinvestment. For the Reinvestment Periodavoidance of doubt, if the pro forma Leverage Ratio, after giving effect to such Non-Ordinary Course Disposition (and (iii) no Default or Event all other appropriate pro forma events), but excluding the proceeds of Default has occurred and is continuing at such Non-Ordinary Course Disposition for the time purposes of netting cash on hand in the foregoing calculation of the sale and at the time of the application of such proceeds Leverage Ratio, is less than 3.75 to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period1.00, the Borrower no prepayments under this Section 2.11 shall promptly pay such remaining excess proceeds to the Agent, to be applied to repay the Term Loan in accordance with clauses (d) and (e) hereofrequired.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied or offered (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or Event about February 3, 2019) (or, if later, the date on which such financial statements are required to be delivered) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of Default has occurred this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and is continuing to the extent that the Applicable ECF Amount exceeds $20,000,000, minus (2) the sum of (q) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (u) below), (r) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid pursuant to Subsection 2.2 and Pari Passu Indebtedness repaid pursuant to any amortization schedule provided for in such facility, in each case during such fiscal year, (s) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any Contract Consideration previously deducted pursuant to clause (z) below), (t) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the time Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (t) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any Capital Expenditures previously deducted pursuant to clause (z) below), (u) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) repaid or prepaid pursuant to Subsection 2.2(b) or 4.4(a), Incremental Revolving Loans voluntarily prepaid to the extent accompanied by a corresponding permanent Incremental Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), (v) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (w), (x) or (y) below), (w) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (x) or (y) below), (x) the aggregate principal amount of ABL Facility Loans prepaid during such fiscal year, in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the sale Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (y) below), (y) the aggregate principal amount of ABL Facility Loans prepaid during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii), in each case to the extent such amounts are drawn to fund any OID or upfront fees in respect of the Tranche B Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) and (z) at the time Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(A)(2) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the application Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such proceeds fiscal year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that, except as otherwise specified herein, no prepayments made pursuant to the Reinvestment Periodother clauses of this Subsection 4.4(e) shall be included in Subsection 4.4(e)(iii)(A)(2)(q), (r), (s), (t), (u), (v), (w), (x), (y) or (z)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (unless, in the case of clause (u) or (v), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Prepayment Amount”) minus (B) the portion of such remaining excess proceeds ECF Prepayment Amount applied or offered (to the Agentextent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loan Loans; provided that such percentage in accordance clause (1) above shall be reduced to 0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 3.25:1.00, after giving pro forma effect to the applicable prepayment with clauses (dthe Applicable ECF Amount pursuant to this Subsection 4.4(e)(iii); provided, further that, with respect to any portion of the Applicable ECF Amount in excess of the portion required to achieve, on a pro forma basis, the Consolidated Secured Leverage Ratio threshold specified in the immediately foregoing proviso, such reduced percentage shall apply. Each prepayment of Original Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Original Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the 6 month anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(i). Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Tranche B Term Loans pursuant to Subsection 4.4(e) made prior to the date that is six months after the First Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(ii). Each prepayment of Tranche C Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Tranche C Term Loans pursuant to Subsection 4.4(e) made prior to the date that is six months after the Third Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Tranche C Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b)(iii). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and (e) hereofthe Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereofThe Borrower shall, immediately upon receipt by any Credit Party (excluding any Foreign Subsidiaries) of any Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceaccordance with Subsection 4.4(g), the Borrower shall prepay the Term Loans to the extent required by Subsection 8.4(b) (subject to Subsection 8.4(c)), (ii) if on or after the Closing Date, the Borrower or any of its Restricted Subsidiaries shall Incur (A) Specified Refinancing Term Loans or (B) Indebtedness for borrowed money (excluding Indebtedness permitted pursuant to Subsection 8.1), the Borrower shall, in accordance with Subsection 4.4(g), prepay (or, exchange for Rollover Indebtedness) the Term Loans (or, in the case of the Incurrence of any Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced) in an amount equal to one hundred percent (100%) 100.0% of such excess the Net Cash Proceeds provided, however that the Borrower shall not be obligated to prepay the Term Loan with thereof (i) the first $250,000 in Net Cash Proceeds received in plus any Fiscal Year so long as no Default or Event of Default exists and is continuing at the time portion of such Asset Sale and (iiIndebtedness which represents Rollover Indebtedness) such Net Cash Proceeds if minus the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment portion of such Net Cash Proceeds applied (to the extent the Borrower or any of its Subsidiaries is completed within required by the Reinvestment Periodterms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans, in each case with such prepayment to be made on or before the fifth Business Day following notice given to each Lender of the Prepayment Date, as contemplated by Subsection 4.4(h) and (iii) no Default the Borrower shall, in accordance with Subsection 4.4(g), prepay the Term Loans within five Business Days following the day on which financial statements in respect of the immediately preceding fiscal year are delivered pursuant to Subsection 7.1(a) (commencing with the fiscal year ending on or Event about December 31, 2019) (each, an “ECF Payment Date”), in an amount equal to (A) (1) 50.0% (as may be adjusted pursuant to the last proviso of Default has occurred this clause (iii)) of the Borrower’s Excess Cash Flow for such fiscal year (such amount, the “Applicable ECF Amount”), if and is continuing to the extent that the Applicable ECF Amount exceeds $10,000,000, minus (2) the sum of (q) the 139 aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (t), (w) or (x) below), (r) the aggregate amount of cash consideration (including any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments) paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such fiscal year constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 (which, in any event, shall not include any Contract Consideration previously deducted pursuant to clause (y) below), (s) the amount of Capital Expenditures either made in cash or accrued during such fiscal year (provided that, whether any such Capital Expenditures shall be deducted for the fiscal year in which cash payments for such Capital Expenditures have been paid or the fiscal year in which such Capital Expenditures have been accrued shall be at the time Borrower’s election; provided, further that, in no case shall any accrual of a Capital Expenditure which has previously been deducted under this clause (s) give rise to a subsequent deduction upon the making of such Capital Expenditure in cash in the same or any subsequent fiscal year) (which, in any event, shall not include any Capital Expenditures previously deducted pursuant to clause (y) below), (t) the aggregate principal amount of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) prepaid pursuant to Subsection 4.4(a), Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b), to the extent accompanied by a corresponding permanent Revolving Commitment reduction, Pari Passu Indebtedness (in the case of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction) voluntarily prepaid, repaid, redeemed, repurchased or retired, Senior Notes voluntarily prepaid, repaid, redeemed, repurchased or retired and any prepayment of Term Loans (including Incremental Term Loans, Extended Term Loans and Specified Refinancing Term Loans) pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) (provided that such deduction for prepayments pursuant to Subsection 4.4(l) or 11.6(h) (by the Borrower or its Restricted Subsidiaries) shall be limited to the actual cash amount of such prepayment), in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as 140 prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (w) or (x) below), (u) any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (v), (w) or (x) below), (v) the aggregate principal amount of ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (w) or (x) below), (w) the aggregate principal amount of Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) and the aggregate principal amount of ABL Facility Loans prepaid, in each case during such fiscal year, to the extent such amounts were drawn to fund any “flex” OID or additional upfront fees in respect of the sale Initial Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Revolving Loans (including Incremental Revolving Loans, Extended Revolving Loans and Specified Refinancing Revolving Loans) prepaid pursuant to Subsection 4.4(b) and the aggregate principal amount of ABL Facility Loans prepaid, in each case during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date, to the extent such amounts were drawn to fund any “flex” OID or additional upfront fees in respect of the Initial Term Loans or any Incremental Term Loans and stated by the Borrower as prepaid pursuant to this Subsection 4.4(e)(iii) and (y) at the time Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Subsection 4.4(e)(iii)(A)(2) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the application Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” (other than Permitted Investments of the type described in clause (iii) of the definition thereof and intercompany Investments by and among the Borrower and its Restricted Subsidiaries) or made pursuant to Subsection 8.2 or Capital Expenditures to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such proceeds fiscal year, provided that to Reinvestment. If any the extent the aggregate amount of cash actually utilized to finance such proceeds have not been Reinvested Investments and Capital Expenditures during such period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Fiscal Quarters (provided that, except as otherwise specified herein, no prepayments made pursuant to the Reinvestment Periodother clauses of this Subsection 4.4(e) shall be included in Subsection 4.4(e)(iii)(A)(2)(q), (r), (s), (t), (u), (v), (w), (x) or (y)), in each case, excluding prepayments funded with proceeds from the Incurrence of long-term Indebtedness (unless, in the case of clause (r) or (s), such Indebtedness has been repaid) (the amount described in this clause (A), the Borrower shall promptly pay “ECF Prepayment Amount”) minus (B) the portion of such remaining excess proceeds ECF Prepayment Amount applied or offered (to the Agentextent the Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, to be applied to repay or purchase Pari Passu Indebtedness on no more than a pro rata basis with the Term Loan Loans; provided that such percentage in accordance clause (1) above shall be reduced to (a) 25.0% if the Consolidated Secured 141 Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 4.25:1.00, after giving pro forma effect to the applicable prepayment with clauses (dthe Applicable ECF Amount pursuant to this Subsection 4.4(e)(iii) and (eb) hereof0.0% if the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding fiscal year was less than 3.75:1.00, after giving pro forma effect to the applicable prepayment with the Applicable ECF Amount pursuant to this Subsection 4.4(e)(iii); provided, further that, with respect to any portion of the Applicable ECF Amount in excess of the portion required to achieve, on a pro forma basis, any applicable Consolidated Secured Leverage Ratio threshold specified in the immediately foregoing proviso, such reduced percentage shall apply. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(e)(ii)(A), but not any other prepayment of Initial Term Loans pursuant to Subsection 4.4(e) made on or prior to the one year anniversary of the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b). Nothing in this Subsection 4.4(e) shall limit the rights of the Agents and the Lenders set forth in Section 9.

Mandatory Prepayment of Term Loans. (ai) Subject to clauses (d) and (e) hereof, immediately upon receipt by If any Credit Loan Party (excluding or any Foreign Subsidiaries) of its Subsidiaries Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) or Section 7.8(d) through (i)) which results in the realization by such Person of Net Cash Proceeds from any Asset Sales which are not Reinvested as described in the following sentenceProceeds, the Borrower shall prepay the an aggregate principal amount of Term Loans by an amount equal to one hundred percent (100%) % of such excess Net Cash Proceeds within one (1) Business Day of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however however, that the Borrower shall not be obligated with respect to prepay the Term Loan with (i) the first $250,000 in any Net Cash Proceeds received realized under a Disposition described in any Fiscal Year this Section 2.8(d)(i), at the election of Borrower (as notified by Borrower to Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default exists and is continuing at the time of such Asset Sale and (ii) such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, the Borrower provides to the Agent a certificate executed by a Responsible Officer of the Borrower (“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has shall have occurred and is continuing either as of the date of the sale be continuing, such Loan Party or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment such Subsidiary may reinvest all or any portion of such Net Cash Proceeds is completed in operating assets so long as within 60 days after the Reinvestment Periodreceipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 60 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (iiiB) no Default or if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the time prepayment of the sale and at the time of the application of such proceeds to ReinvestmentTerm Loans as set forth in this Section 2.8(d)(i). If any such proceeds have not been Reinvested at the end of the Reinvestment PeriodNotwithstanding anything contained in this clause (i), the Borrower shall promptly pay such remaining excess proceeds not be required to the Agent, to be applied to repay prepay the Term Loan in accordance with clauses (d) and (e) hereofthe Net Cash Proceeds received by Borrower with respect to the sale of the real Property located at 000 X. XX XXX. 00, Xxxx 000, Xxxxxx, XX 00000.