Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending October 1, 2022, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (1)(w) the aggregate principal amount of any Loans prepaid pursuant to Section 2.11(a) during such Fiscal Year or, at the Borrower’s option, following the end of such Fiscal Year and prior to such date (in the case of the prepayment of any Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment), (x) with respect to the aggregate principal amount of any Prepayment Event of Incremental Equivalent Debt and/or Replacement Debt, voluntarily prepaid, repurchased or redeemed or otherwise retired during such Fiscal Year or, at the type set forth in clause (g) of the definition thereofBorrower’s option, no later than the earlier of (i) 45 days after following the end of each such Fiscal Quarter and Year (ii) the date of delivery other than any of the financial statements foregoing described in Section 5.04(bthe following clause (z); provided, that no ) and prior to such prepayment shall be required for the Fiscal Quarter ending March 31, 2020date, (y) the aggregate principal amount of any Incremental Revolving Facility (that is pari passu in right of payment and security with respect the Initial Term Loans) or Revolving Credit Loans (as defined in the ABL Credit Agreement) prepaid during such Fiscal Year or, at the Borrower’s option, following the end of such Fiscal Year and prior to such date (to the extent accompanied by a permanent reduction in the relevant commitment) and (z) the amount of any Prepayment Event reduction in the outstanding amount of any Term Loans, any loans under any Incremental Facility or Incremental Equivalent Debt and/or Replacement Debt, resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (in each case under this clause (z), based upon the type set forth actual amount of cash paid in clauses connection with the relevant purchase or assignment) during such Fiscal Year, (a2) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of consolidated Capital Expenditures actually made in cash during such Fiscal Year, (3) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of any Investment permitted by Section 6.06 (other than pursuant to Section 6.06(a), (b), (g), (j), (l), (o), (aa) or (dd)) actually made in cash during such Fiscal Year, and (4) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of any Restricted Payment permitted by Section 6.04(a) (other than pursuant to Section 6.04(a)(viii) and (eix) of the definition thereof, on or before but in the date (including on any date on or prior case of Section 6.04(a)(i)(f), only to the No Call Period End Date) that is three extent such Investment would be deducted pursuant to sub-clause (3) Business Days following the date of receipt by any Loan Party of any proceeds from this clause (i)) actually made in cash during such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Fiscal Year, in each case without (I) excluding any demand such optional prepayment, repurchase, redemption or notice from retirement made during such Fiscal Year that reduced the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, amount required to be prepaid pursuant to this Section 2.11(b)(i) in the amount equal to one hundred percent prior Fiscal Year and (100%II) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that (A) the relevant prepayments, Capital Expenditures, Investments or Restricted Payments were not financed with the proceeds received of long term funded Indebtedness (other than revolving Indebtedness) and (B) the Indebtedness so prepaid is secured by such Person the Collateral on a pari passu basis with the Initial Term Loans; provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent the amount thereof would exceed the greater of (x) $30,000,000 and (y) 15% of Consolidated Adjusted EBITDA as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) last day of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventmost recently ended Test Period.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and Within five (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (35) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) and the date related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of receipt Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by any Loan Party such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year (and, without duplication of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) deduction with respect to any other Prepayment Eventfiscal year, on at the date (including on any date Parent Borrower’s option, following the last day of such fiscal year and on or prior to the No Call Period End Datesuch required prepayment date) and (2) all voluntary prepayments of receipt by any Loan Party Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than deduction with respect to any Prepayment Event of other fiscal year, at the type set forth in clause (g) of Parent Borrower’s option, following the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection last day of such proceeds, in each case payable to Persons that are not Affiliates fiscal year and on or Sponsor Affiliates) received by any Loan Party with respect prior to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (brequired prepayment date) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received Revolving Credit Commitments are permanently reduced by such Person as a result the amount of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orpayments, in the case of any Prepayment Event each of the type described immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (bB)) as of the definition last day of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged fiscal year covered by such Prepayment Event, such proceeds shall not be required financial statements was less than 4.00:1.00 and greater than or equal to prepay 3.75:1.00 and (y) the Term Loan pursuant to this Section 2.01(d). Any such prepayment ECF Percentage shall be accompanied by a Prepayment Premium, 0% if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent First Lien Senior Secured Leverage Ratio (after giving effect to any sale or other event or occurrence giving rise to a Prepayment Eventprepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 3.75:1.00.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans (including Additional Term Loans), any other Indebtedness that is secured on a pari passu basis with respect the Initial Term Loans and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid (including, without limitation, pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a)) of the definition thereofrepurchased, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter redeemed or otherwise retired prior to such date and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect to Section 9.05(g) of this Agreement (including in connection with any Prepayment Event Dutch Auction) made during such Fiscal Year or, in each case, at the option of the type set forth in clauses (a)Borrower, (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that date such payment is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under clause (g) y), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans pursuant to Persons that are not Affiliates or Sponsor Affiliates) received Section 2.11(b)(ii), to the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments and assignments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year long term funded Indebtedness (or, in the case of other than revolving Indebtedness (excluding any Prepayment Event of the type described in clause (bRevolving Loans))) of the definition Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless the amount thereof exceeds $25,000,000 (and solely with amounts in excess of $25,000,0000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event resulting from an act Amount, then the Borrower may apply such portion of Godthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, flood or fire, do that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days amount of such receipt ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (Iand in any event within ten (10) replace Business Days after the property or assets subject to date of such Prepayment Event with property and/or assets performing the same or similar functions or (IIrejection) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth in clause (g) of the definition thereofBorrower are required to be delivered pursuant to Section 5.01(b), no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for commencing with the Fiscal Quarter Year ending March on December 31, 2020, the Borrower shall prepay the outstanding principal amount of, and accrued interest on, Initial Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any First Lien Debt (and in the case of any such First Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case, excluding any such optional prepayments, repurchases, redemptions or other retirements made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year of the Borrower and (y) with respect the amount of any reduction in the outstanding principal amount of any Term Loan and/or any other First Lien Debt resulting from any assignment to (and/or purchase by) the Borrower or any Prepayment Event Restricted Subsidiary of any such Indebtedness (and in the type set forth case of any such Indebtedness constituting revolving indebtedness, to the extent accompanied by a permanent reduction in clauses (a), (bthe applicable revolving commitments) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that the applicable prepayment is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)due, in each case without any demand or notice from case, to the Agent, Lenders or any other Person, all extent of which is hereby expressly waived the amount paid in Cash by the Borrower, in Borrower or the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred applicable Restricted Subsidiary in connection with the collection of relevant assignment and/or purchase, excluding any such proceedsassignment and/or purchase made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year, and in each case payable of the foregoing clauses (x) and (y) only to Persons the extent that are such amounts were not Affiliates or Sponsor Affiliates) received by any Loan Party financed with respect to such Prepayment Eventthe proceeds of long-term Indebtedness (other than revolving Indebtedness); provided that with respect to a Prepayment Event of the type described in clause (bno prepayment under this Section 2.11(b)(i) of the definition of Prepayment Event, so long as no Event of Default exists, shall be required unless and solely to the extent that the proceeds received by amount thereof exceeds $5,000,000; provided, further, that if at the time that any such Person as prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any other First Lien Debt pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a result pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Event do Amount allocated to the Other Applicable Indebtedness shall not exceed $150,000 the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the aggregate during terms hereof) to the applicable Fiscal Year (or, in the case of any Prepayment Event prepayment of the type described in clause (b) Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the definition Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Prepayment Event resulting from an act of GodOther Applicable Indebtedness decline to have such Indebtedness prepaid, flood or fire, do not exceed $750,000 the declined amount shall promptly (and in any event within 10 Business Days after the aggregate during the applicable Fiscal Year) and are actually applied within 180 days date of such receipt to (Irejection) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on September 30, 2019, the Borrower shall prepay the outstanding Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the Fiscal Year then ended, minus (B) at the option of the Borrower, (w) the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a), prepayments of the Second Lien Facility (including any Second Lien Incremental Term Facility) and/or prepayments of other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Loans, in each case, prior to the making of such Excess Cash Flow payment, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to prepay be prepaid pursuant to this Section 2.10(b)(i) in the unpaid principal balance prior Fiscal Year (in the case of any such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Term Loan Borrower or its Subsidiaries), (x) with respect purchases of Term Loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of this Agreement (or any Prepayment Event equivalent provisions in any Refinancing Indebtedness) and purchases of second lien term loans by the type set forth in clause (gBorrower and its Subsidiaries pursuant to Section 9.05(g) of the definition thereofSecond Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), no later in each case, limited to the aggregate amount actually paid in Cash and/or any actual reductions in the Term Loans pursuant to the application of any “yank-a-bank” provisions or reductions in second lien term loans pursuant to similar provisions of the Second Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), but excluding (1) all other prepayments of Term Loans and (2) all repayments of any revolving credit facility or arrangements (except to the extent there is an equivalent permanent reduction in commitments thereunder)) made during such period, except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (y) the earlier of (i) 45 days aggregate principal amount paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of each the applicable Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or Year but prior to the No Call Period End Date) making of the Excess Cash Flow payment required for such Fiscal Year that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect would otherwise be permitted to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice be deducted from the Agent, Lenders or any other Person, all calculation of which is hereby expressly waived by the Borrower, in the amount equal Excess Cash Flow pursuant to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Eventthereof had such amount been paid, so long as no Event of Default existsincreased, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year (orin each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) and (z) in each case without duplication of any Prepayment Event such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the type described in clause aggregate amount for such Fiscal Year of clauses (bb)(ii), (v), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of Prepayment Event resulting from an act “Excess Cash Flow” for such Fiscal Year (excluding all such prepayments funded with the proceeds of Godother long-term Indebtedness or the issuance of Capital Stock) (such amount, flood or fireas may be further reduced by application of the provisos hereto, do not exceed $750,000 in the aggregate during “Applicable ECF Proceeds”); provided that (1) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the applicable Fiscal Year) and are actually applied within 180 days First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such receipt Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 4.25:1.00, but greater than 3.75:1.00 and (I2) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to prepay the Term Loan pursuant payment required hereby) shall be less than or equal to this Section 2.01(d). Any 3.75:1.00; provided further that (i) the First Lien Leverage Ratio shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Flow payment required for such Fiscal Year (collectively, the “After Year-End Deductions”) as if such After Year-End Deductions were made during the Fiscal Year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be accompanied determined by a Prepayment Premiumreference to such recalculated First Lien Leverage Ratio, (ii) to the extent such After Year-End Deduction and any other amount referred to in clause (B) above were to reduce the Applicable ECF Proceeds to below $0, such excess amounts may be credited against the ECF Percentage of Excess Cash Flow required to be prepaid for any subsequent Fiscal Year, when taken together with the amounts of any other prepayments required for such Fiscal Year and (iii) notwithstanding anything to the contrary herein, prepayments under this Section 2.10(b)(i) shall only be required if the Applicable ECF Proceeds (if any, as provided ) for such period are in Section 2.02(d). For excess of $5,000,000 and solely to the sake amount of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventsuch Applicable ECF Proceeds in excess thereof.

Mandatory Prepayments. The Borrower shall be required (i) Subject to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofSection 2.11(b)(vii), no later than the earlier of (i) 45 days fifth Business Day after the end of each Fiscal Quarter and (ii) the date of delivery of on which the financial statements described with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 5.04(b); provided, that no such prepayment shall be required 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Fiscal Quarter ending March 31Excess Cash Flow Period then ended, 2020minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) with respect the aggregate principal amount of any loans under the First Lien Facility (including any Additional Loans (as defined in the First Lien Credit Agreement or any other document governing any First Lien Facility)) prepaid pursuant to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 2.11(a) of the definition thereof, on First Lien Credit Agreement (or before the date (including on equivalent provision under any date on or other document governing any First Lien Facility) prior to the No Call Period End Date) that is three (3) Business Days following the such date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) (1) the amount of any reduction in the outstanding amount of any Loans resulting from any assignment made in accordance with respect to Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) the amount of any reduction in the outstanding amount of any loans under any First Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of the First Lien Credit Agreement (or equivalent provision under any other Prepayment Event, on the date document governing any First Lien Facility) (including on in connection with any date on or Dutch Auction (as defined in the First Lien Credit Agreement)) prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of “Revolving Loans” (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility)), to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year other Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition of Prepayment Event resulting from an act of God, flood Top Borrower or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Yearits Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required unless and to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For extent that the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventamount thereof exceeds $5,000,000.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Top Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) with respect the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no prior to such prepayment shall be required for the Fiscal Quarter ending March 31, 2020date, (y) with respect the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 2.11(a) of the definition thereof, on Second Lien Credit Agreement (or before the equivalent provision under any other document governing any Second Lien Facility) prior to such date (including on any date on or prior to the No Call Period End Dateextent the relevant voluntary prepayments are permitted by the terms of this Agreement) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision under any other Prepayment Event, on the date document governing any Second Lien Facility) (including on in connection with any date on or Dutch Auction (as defined in the Second Lien Credit Agreement)) prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year other Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition of Prepayment Event resulting from an act of God, flood Top Borrower or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Yearits Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required unless and to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For extent that the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventamount thereof exceeds $5,000,000.

Mandatory Prepayments. The If the Term Loans are accelerated in accordance with Section 9.1(a) prior to the Maturity Date, Borrower shall be required immediately pay to prepay Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the unpaid sum of: (i) all outstanding principal balance (including any PIK Interest) of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofLoans plus accrued and unpaid interest thereon, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) any fees due and payable under the date Fee Letter by reason of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020payment, (yiii) with respect to the Prepayment Premium[reserved] plus (iv) all other Obligations that are due and payable, including any Prepayment Event of Lenders’ Expenses and any interest (if any) at the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior Default Rate to the No Call Period End Dateextent imposed in accordance with Section 2.3(b) that is three below. Notwithstanding (3but without duplication of) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Eventforegoing, on the date (including on Maturity Date, if any date on or prior to fees that become due and payable under the No Call Period End Date) Fee Letter by reason of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), acceleration have not previously been paid in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred full in connection with such acceleration, Borrower shall pay such fees to Collateral Agent for the collection benefit of the Lenders (or, if there is only one (1) or two (2) Lenders, Borrower shall make such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect payment directly to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsLenders), to the extent that imposed in accordance with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d)Fee Letter. For the sake avoidance of claritydoubt, the foregoing Prepayment Premium shall not also be deemed payable in the event the Term Loans are satisfied or released by a foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means prior to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventthe Maturity Date. THE BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2023, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) with respect the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter prior to such date and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) that date such payment is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) y), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year other Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition of Prepayment Event resulting from an act of God, flood Borrower or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Yearits Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required unless and to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For extent that the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventamount thereof exceeds $3,000,000.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrowers are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (but not including any Excess Cash Flow attributable to any period ending prior to the Closing Date)2018, the Borrowers shall prepay the outstanding Term Loans and Additional Term Loans in accordance with clause (gvi) of the definition thereof, no later than the earlier this Section 2.10(b) in an aggregate principal amount equal to (A) 50% of (i) 45 days after the end of each Fiscal Quarter Excess Cash Flow for Holdings and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required its Subsidiaries on a consolidated basis for the Fiscal Quarter ending March 31Year then ended, 2020, minus (yB) with respect to any Prepayment Event at the option of the type set forth Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any such optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) in clauses the prior Fiscal Year) (a)in the case of any such revolving loans prepaid, (b) to the extent accompanied by a permanent reduction in the relevant commitment, and (e) in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the definition thereof, on Borrowers or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partytheir Subsidiaries), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to any Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% or 0% of Excess Cash Flow if the Total Leverage Ratio calculated on a Prepayment Event Pro Forma Basis as of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result last day of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in but without giving effect to the case of any Prepayment Event of the type described in clause (bpayment required hereby) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premiumless than or equal to 3.50 to2.25:1.00 or 1.50:1.00, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventrespectively.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 30, 2018, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) with respect the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter prior to such date and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) that date such payment is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year other Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition Borrower or its Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $1,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event resulting from an act Amount, then the Borrower may apply such portion of Godthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, flood or fire, do that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days amount of such receipt ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (Iand in any event within ten Business Days after the date of such rejection) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid Loans in amounts as provided below, plus the Prepayment Premium on the principal balance amount of the Term Loan Loans being prepaid (x) calculated in accordance with respect Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any Prepayment Event of the type set forth in clause (g) of the definition thereofaccrued but unpaid interest and fees then due and owing, no later than the earlier of as follows: (i) 45 days after In the end event of each Fiscal Quarter and (ii) the date of delivery any Casualty Event, an amount equal to 100% of the financial statements described in Section 5.04(b)Net Cash Proceeds received by any Obligor with respect thereto; provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Eventhowever, so long as no Event Default has occurred and is continuing, within one hundred eighty (180) days after receipt of Default existssuch Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to $1,000,000 with respect to any loss, but not exceeding $2,000,000 in the extent aggregate for all losses under all casualty policies during the term of this Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the proceeds Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, 100% of the Net Cash Proceeds thereof received by such Person as a result Obligor. For the avoidance of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (ordoubt, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan partial prepayment made pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing 3.03(b)(ii) shall not be deemed to be implied a consent to any sale such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor consummates an Asset Sale other event than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(i)), 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or occurrence giving rise restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a Prepayment Eventconsent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders.

Mandatory Prepayments. The If the Term Loans are accelerated in accordance with Section 9.1(a) prior to the Maturity Date, Borrower shall be required immediately pay to prepay Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the unpaid sum of: (i) all outstanding principal balance (including any PIK Interest) of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofLoans plus accrued and unpaid interest thereon, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) any fees due and payable under the date Fee Letter by reason of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020payment, (yiii) with respect to the Prepayment Premium, plus (iv) all other Obligations that are due and payable, including any Prepayment Event of Lenders’ Expenses and any interest (if any) at the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior Default Rate to the No Call Period End Dateextent imposed in accordance with Section 2.3(b) that is three below. Notwithstanding (3but without duplication of) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Eventforegoing, on the date (including on Maturity Date, if any date on or prior to fees that become due and payable under the No Call Period End Date) Fee Letter by reason of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), acceleration have not previously been paid in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred full in connection with such acceleration, Borrower shall pay such fees to Collateral Agent for the collection benefit of the Lenders (or, if there is only one (1) or two (2) Lenders, Borrower shall make such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect payment directly to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsLenders), to the extent that imposed in accordance with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d)Fee Letter. For the sake avoidance of claritydoubt, the foregoing Prepayment Premium shall not also be deemed payable in the event the Term Loans are satisfied or released by a foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means prior to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventthe Maturity Date. THE BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. The Borrower shall be required to prepay (i) Commencing with the unpaid principal balance first full fiscal year of the Term Loan Parents ending after the Closing Date, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, if the Excess Cash Flow of the Parents, the Borrower and the Restricted Subsidiaries is greater than the greater of (x) with respect $10,000,000 and (y) 5.00% of Consolidated EBITDA, cause to any be prepaid an aggregate principal amount of Term Loans (such aggregate amount, the “Excess Cash Flow Prepayment Event of Amount”) equal to (A) 50% (such percentage as it may be reduced as described below, the type set forth in clause (g“ECF Percentage”) of the definition amount equal to Excess Cash Flow in excess of the greater of (x) $10,000,000 and (y) 5.00% of Consolidated EBITDA, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments (including pursuant to debt buybacks made by any Parent, the Borrower or any Restricted Subsidiary in an amount equal to the amount actually paid in respect thereof) of Term Loans during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment, no later (2) all voluntary prepayments of the ABL Facility or any other revolving credit facility during such fiscal year or after such fiscal year and prior to the making of such ECF payment to the extent the commitments under the ABL Facility or other revolving credit facility, as applicable, are permanently reduced by the amount of such payments, (3) without duplication of amounts deducted pursuant to clause (6) below, the amount of Capital Expenditures or acquisitions made in cash during such period, except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans), (4) without duplication of amounts deducted pursuant to clause (6) below, the amount of Investments and Permitted Acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a), (d), (n) and (z)) except to the extent that such Investments and Permitted Acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans), (5) the amount of Restricted Payments paid in cash during such period pursuant to Section 7.06 (other than Section 7.06(a) (solely in respect of amounts paid to a Parent, the Borrower or a Restricted Subsidiary), (b), (k) and (r)) except to the extent that such Restricted Payments were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans) and (6) without duplication of amounts deducted in prior periods, the aggregate consideration required to be paid in cash by any Parent, the Borrower or any Restricted Subsidiary pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Capital Expenditures or acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period except to the extent intended to be financed with the proceeds of an incurrence or issuance of other Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans); provided that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions during such period of four consecutive fiscal quarters is less than the earlier 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) (any transaction referred to in this clause (B), made following the fiscal year end but prior to the making of such prepayment under this clause (b)(i), an “After Year-End Transaction”), except, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are funded with the proceeds of Indebtedness (other than revolving loans) or any Cure Amounts; provided that (y) the ECF Percentage shall be reduced to 25% if the First Lien Senior Secured -67- #95982248v17 Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.75:1.00 and greater than or equal to 3.25:1.00 and (z) the ECF Percentage shall be reduced to 0% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.25:1.00; provided, further, (I) to the extent so elected by the Borrower, following the making of any After Year-End Transaction, (i) 45 days after the end First Lien Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if payment was made during the fiscal year of each Fiscal Quarter the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Senior Secured Leverage Ratio and (ii) such After Year-End Transaction shall not be applied to the date of delivery calculation of the financial statements described First Lien Senior Secured Leverage Ratio in connection with the determination of the ECF Percentage for purposes of any subsequent Excess Cash Flow prepayment and (II) to the extent any reduction pursuant to clauses (1) or (2) above reduce the Excess Cash Flow Prepayment Amount below the Excess Cash Flow Prepayment Threshold, such excess amounts for such fiscal year shall, at the Borrower’s sole option, be carried over to any succeeding fiscal year and shall reduce any Excess Cash Flow Prepayment Amount on a dollar for dollar basis for such fiscal year. (ii) (A) Subject to Section 5.04(b2.05(b)(ii)(B), if following the Closing Date (x) any Parent, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a Loan Party, or pursuant to clause (iii) of the proviso thereto), (e), (f), (g), (j), (k), (n), (o), (p), (q), (r) and (s)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Parent, the Borrower or any Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), in an amount equal to an aggregate principal amount of Term Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided, provided that (1) no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, pursuant to this Section 2.05(b)(ii)(A) (yI) with respect to any Prepayment Event such portion of such Net Cash Proceeds that the type set forth in clauses (a)Borrower shall have, (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)date, and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior given written notice to the No Call Period End DateAdministrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) or (II) until the aggregate amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), Net Cash Proceeds not reinvested in each case without any demand or notice from accordance with Section 2.05(b)(ii)(B) within the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type time periods set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs therein and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect previously applied to such Prepayment Event; provided that with respect to a Prepayment Event prepayment exceeds $10,000,000 for any single Disposition or series of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed related Dispositions or $150,000 20,000,000 in the aggregate during the applicable Fiscal Year such fiscal year (or, and thereafter only amounts in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days excess of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds thresholds shall not be required to be prepaid) and (2) if at the time that any such prepayment would be required, any Parent, the Borrower or any of the Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loan Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.01(d). Any such prepayment 2.05(b)(ii)(A) shall be accompanied by a Prepayment Premiumreduced accordingly (provided that (a) the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall 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, as provided of such Net Cash Proceeds shall be allocated to the Term Loans in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.-68- #95982248v17

Mandatory Prepayments. The (a) If, for any fiscal year of the Borrower commencing with the fiscal year ending June 24, 2016, there shall be required Excess Cash Flow for such fiscal year, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to prepay (i) the unpaid principal balance ECF Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all optional prepayments of the Term Loan (x) with respect to any Prepayment Event Loans during such fiscal year, toward the prepayment of the type Loans as set forth in clause Section 4.2(d). Each such prepayment shall be made on a date (gan “Excess Cash Flow Application Date”) of the definition thereof, no later than five days after the earlier of (i) 45 days after the end of each Fiscal Quarter date on which the financial statements referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and (ii) the date of delivery such financial statements are actually delivered to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, all prepayments required pursuant to this clause (a) attributable to Subsidiaries of the Borrower are subject to permissibility under local law (e.g., financial statements described in Section 5.04(b); providedassistance, that no such prepayment shall be required for corporate benefit, restrictions on up-streaming of cash intra-group and the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event fiduciary and statutory duties of the type set forth in clauses (a), (bdirectors of the relevant subsidiaries) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay be paid until such time as such Subsidiary may upstream or transfer such amount to the Term Loan pursuant Borrower (it being understood that such restriction shall not apply to this Section 2.01(dany Subsidiary organized under the laws of any state of the United States or the District of Columbia). Any such Further, if the Borrower and its Subsidiaries would incur a tax liability if all or a portion of the funds required to make a mandatory prepayment under this clause (a) were upstreamed or transferred as a distribution or dividend by a foreign Subsidiary to the Borrower (a “Restricted Amount”), the amount the Borrower will be required to mandatorily prepay shall be accompanied reduced by a Prepayment Premium, if any, the Restricted Amount until such time as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale it may upstream or other event or occurrence giving rise to a Prepayment Eventtransfer such Restricted Amount without incurring such tax liability.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days Subject to Section 2.05(b)(viii), commencing with the first full fiscal year of the Parents ending after the end of each Fiscal Quarter and Closing Date, within five (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (35) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) and the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partyrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, if the Excess Cash Flow of the Parents, the Borrower and the Restricted Subsidiaries is greater than $5,000,000, cause to be prepaid an aggregate principal amount of Term Loans (zsuch aggregate amount, the “Excess Cash Flow Prepayment Amount”) with respect equal to any other Prepayment Event(A) 50% (such percentage as it may be reduced as described below, on the date (including on any date on or prior to the No Call Period End Date“ECF Percentage”) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent Excess Cash Flow in excess of $5,000,000, if any, for the fiscal year covered by such financial statements (100%commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments (including pursuant to debt buybacks made by any Parent, the Borrower or any Restricted Subsidiary in an amount equal to the amount actually paid in respect thereof) of Term Loans or “Term Loans” as defined in the proceeds First Lien Credit Agreement during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment and (other than with respect to any Prepayment Event 2) all voluntary prepayments of the type set forth in clause (g) of ABL Facility or any other revolving credit facility during such fiscal year or after such fiscal year and prior to the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection making of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, ECF payment to the extent that the proceeds received commitments under the ABL Facility or other revolving credit facility, as applicable, are permanently reduced by such Person as a result the amount of such Prepayment Event do not exceed $150,000 in payments (any voluntary prepayments, made following the aggregate during fiscal year end but prior to the applicable Fiscal Year making of such prepayment under this clause (orB), an “After Year-End Payment”), except, in the case of any Prepayment Event each of the type described in clause immediately preceding clauses (b1) and (2), to the extent such prepayments are funded with the proceeds of Indebtedness (other than revolving loans) or any Cure Amounts; provided that (y) the ECF Percentage shall be reduced to 25% if the Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 4.75:1.00 and greater than or equal to 4.25:1.00 and (z) the ECF Percentage shall be reduced to 0% if the Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 4.25:1.00; provided, further, to the extent so elected by the Borrower, following the making of any After Year-End Payment, (i) the Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Payment as if payment was made during the fiscal year of the definition applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of making such receipt to (I) replace the property or assets subject Excess Cash Flow prepayment shall be determined by reference to such Prepayment Event with property and/or assets performing the same or similar functions or recalculated Senior Secured Leverage Ratio and (IIii) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds After Year-End Payment shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided calculation of the Senior Secured Leverage Ratio in Section 2.02(d). For connection with the sake determination of clarity, the foregoing shall not be deemed to be implied consent to ECF Percentage for purposes of any sale or other event or occurrence giving rise to a Prepayment Eventsubsequent Excess Cash Flow prepayment.

Mandatory Prepayments. The (1) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Excess Cash Flow Period ending on or about December 31, 2024, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (1) (x) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any First Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any Prepayment Event First Lien Debt other than any Loan, the corresponding provision of the type set forth in clause (gdocumentation governing any other First Lien Debt) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) prior to the date of delivery of the financial statements described in Section 5.04(b); providedsuch payment is due, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, and (y) the amount of any reduction in the outstanding amount of any First Lien Debt resulting from any assignment made in accordance with Section 9.05(g) or any functionally equivalent provision in the definitive documentation with respect to any Prepayment Event other First Lien Debt (including in connection with any Dutch Auction (or the equivalent term in the documentation governing any other First Lien Debt)) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of revolving loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of any such prepayment, to the extent that such prepayment was not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the type Borrower or its Restricted Subsidiaries), (2) the amount applied (or contractually committed to be applied) prior to or, at the election of the Borrower, during the four consecutive Fiscal Quarters after such date for, to the extent not deducted in the calculation of Consolidated Net Income, capital expenditures, acquisitions and/or other Investments and other Scheduled Consideration (provided that, any cash that is not paid in respect of such cash capital expenditures, acquisitions or similar Investments in such four consecutive Fiscal Quarter period shall be added back to Excess Cash Flow in the next Excess Cash Flow Period) and (3) to the extent set forth in clauses (a), (b) and (e) of a certificate delivered to the definition thereof, on or before the date (including on any date Administrative Agent on or prior to the No Call Period End Date) date such payment is due, any amount of cash that is three budgeted or otherwise reasonably expected to be paid in respect of planned cash capital expenditures, acquisitions or similar Investments to be consummated or made during the four consecutive Fiscal Quarters after such date (provided that, any cash that is not paid in respect of such cash capital expenditures, acquisitions or similar Investments in such four consecutive Fiscal Quarter period shall be added back to Excess Cash Flow in the next Excess Cash Flow Period) (in the case of any such amount described under clause (2) or (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of extent not financed with the proceeds of long-term Indebtedness (other than with respect revolving Indebtedness)), provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $15,000,000; provided, further, that if at the time that any Prepayment Event such prepayment would be required, the Borrower (or any Restricted Subsidiary of the type set forth in clause (gBorrower) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable is also required to Persons that are not Affiliates or Sponsor Affiliates) received by prepay any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment EventAmount, so long as no Event then the Borrower may apply such portion of Default existsthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent that the proceeds received by holders of Other Applicable Indebtedness decline to have such Person as a result Indebtedness prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (brejection) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually be applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (xA) In accordance with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a7.2(a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent Borrower will apply One Hundred Percent (100%) of the proceeds funds remaining in the Revenue Account following the transfers referred to in Section 7.2(a)(i) through Section 7.2(a)(vi) to prepay the Loans in accordance with Section 7.2(a)(vii). (other than B) If (i) any Project Entity for a Funded Project shall become subject to a Bankruptcy Event, (ii) any Major Project Participant unaffiliated with respect Borrower shall become subject to any Prepayment a Bankruptcy Event during the term of the type relevant Material Project Document to which such Major Project Participant is a party, (iii) a Project Entity for a Funded Project fails to renew any insurance coverage required in accordance with the relevant Material Project Documents at least forty-five (45) days prior to the expiration of such coverage (or such shorter period if specifically set forth in clause the relevant Material Project Document), (giv) there is a material breach or default by a Project Entity, Subsidiary Guarantor or any party to a Material Project Document relating to a Funded Project under any term, condition, provision, covenant, representation or warranty contained in the relevant Material Project Document which breach or default is not cured within the grace period, if any, provided for in such Material Project Document and such breach or default could, in the reasonable judgment of the definition thereofMajority Lenders, net of documented reasonable outbe expected to result in a Material Adverse Effect unless Borrower, the relevant Subsidiary Guarantor or the relevant Project Entity party to such Material Project Document enters into a Replacement Project Agreement within forty-of-pocket costs and expenses incurred five (45) days thereafter, or (v) any covenant set forth in connection Article 6 is breached despite the fact that a relevant Subsidiary Guarantor has voted its Class B Units in the relevant Project Entity in accordance with the collection prior written consent of the Majority Lenders, Borrower shall, within five (5) Business Days of receipt of a mandatory prepayment notice in the form of Exhibit D-3 from the Administrative Agent, deposit into the Revenue Account, for application in accordance with Section 7.2(a), the amount by which the sum of the Project Loan Balance for the Funded Project to which such proceedsprepayment relates, interest thereon and without duplication the Additional Amounts, if any, with respect thereto exceeds Available Cash; provided that the determination of Available Cash for such prepayment shall be limited to a pro rata share of Available Cash based on the amount of the Project Loan Balance being repaid as compared to the sum of all Project Loan Balances at such time. (C) To the extent that, upon the receipt of prior written consent thereto of the Agents and the Majority Lenders under Section 6.17, Borrower or any Subsidiary Guarantor sells, transfers or assigns any portion of its direct or indirect equity interests in each case payable a Project Entity owning a Funded Project, Borrower shall, within five (5) Business Days of receipt of a mandatory prepayment notice in the form of Exhibit D-3 from the Administrative Agent, deposit into the Revenue Account, for application in accordance with Section 7.2(a), the amount by which the sum of the Project Loan Balance for the Funded Project to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party which such prepayment relates, interest thereon and without duplication the Additional Amounts, if any, with respect thereto exceeds Available Cash with respect to such Prepayment EventProject; provided that with respect to a Prepayment Event the determination of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any Available Cash for such prepayment shall be accompanied by limited to a Prepayment Premiumpro rata share of Available Cash based on the amount of the Project Loan Balance being repaid as compared to the sum of all Project Loan Balances at such time. Notwithstanding anything to the contrary set forth in this Section 2.1(g)(ii)(C), if anyBorrower shall be obligated to prepay an additional amount of the Loans in addition to the amount required to be prepaid in the immediately preceding sentence to ensure that, based on the updated Base Case Forecast for any other Funded Projects remaining in the same Tranche as provided in Section 2.02(d). For the sake of clarityFunded Project being prepaid hereunder, the foregoing final Scheduled Payment Date for such Funded Projects occurs prior to the Cash Reallocation Date applicable to such remaining Funded Project, which additional amount shall be determined by the Agents (upon consultation with the Wind Consultant) and shall be reasonably acceptable to Borrower, such consent not be deemed to be implied consent to any sale unreasonably withheld or other event or occurrence giving rise to a Prepayment Event.delayed by Borrower. (iii)

Mandatory Prepayments. The Borrower In addition to the amortization set forth above and the next paragraph, mandatory prepayments shall be required required: (i) in an amount equal to prepay 100% of the unpaid net cash proceeds of non-ordinary course asset sales or other dispositions (including insurance and condemnation proceeds) by the Borrowers or any of their restricted subsidiaries (other than a disposition among the Borrowers and any of their restricted subsidiaries), to the extent (A) such proceeds are not reinvested or committed to be reinvested in assets useful in the business of the Borrowers or any of their restricted subsidiaries within 12 months of receipt (provided that if so committed, such reinvestment shall in any case occur within 180 days following such twelve-month period) of the date of such disposition and (B) the aggregate amount of such proceeds that are not reinvested in accordance with clause (A) hereof exceeds $10,000,000 in any single transaction or related series of transactions; (ii) in an amount equal to 100% of net cash proceeds from the issuance or incurrence after the Closing Date of additional debt of any of the Borrowers or any of their restricted subsidiaries (other than (x) the Incremental Facilities and (y) any other debt permitted under the Credit Documentation other than Refinancing Indebtedness); and (iii) in an amount equal to 50.0% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Principles) of the US Borrower and its restricted subsidiaries, on a consolidated basis, with step downs to 25% and 0% if the Total Net Leverage Ratio is less than 0.50x and 1.00x inside the Total Net Leverage Ratio on the Closing Date, respectively, in each case of clauses (i) - (iii), subject to the limitations set forth in the paragraph immediately following, such amounts shall be applied to scheduled installments of principal balance in the direct order of maturity.Except as set forth in the following paragraph, prepayments of the Term Loan (x) with respect Facility shall be applied on a pro rata basis across the US Term Facility and the Euro Term Facility.All prepayments referred to any Prepayment Event of the type set forth in clause (g) of the definition thereof, immediately above are subject to there being no later than the earlier of material adverse tax consequences and to permissibility (i) 45 days after under local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the end fiduciary and statutory duties of each Fiscal Quarter directors or the relevant subsidiaries) and (ii) material constituent document restrictions and other material agreements (so long as any such prohibition is not created in contemplation of such prepayment), it being understood and agreed that if the date payment of delivery only one tranche of the financial statements described in Section 5.04(b); provided, that no Term Facility would trigger a material adverse tax consequence or be subject to a local law restriction then such prepayment payment shall be required applied to the other tranche of the Term Facility on a non-pro rata basis. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the Fiscal Quarter ending March 31avoidance of doubt, 2020constitute a default or event of default, and such amounts shall be available to the Borrowers and their restricted subsidiaries, subject to terms and conditions substantially consistent with the Documentation Principles. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment as otherwise required by clauses (i), (yii) and (iii) immediately above (except with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds of Refinancing Facilities and Refinancing Notes) (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d“Declining Lender”). Any such prepayment shall be accompanied amount declined by a Prepayment Premium, if any, Declining Lender (“Declined Proceeds”) may be retained by the Borrowers and may be used by the Borrowers in any manner not prohibited by the Credit Documentation and any such retained amounts will not thereafter be counted as provided excess cash flow or net cash proceeds in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventsubsequent measurement period.

Mandatory Prepayments. The Borrower shall be required to prepay If at any time during the unpaid principal balance of Modification Period: the Term Loan (x) with respect to REIT, the Borrower, or any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of Subsidiary (i) 45 days after Disposes of any Negative Pledge Property or Additional Borrowing Base Property (each as defined below) which results in the end realization or receipt by the REIT, the Borrower or the relevant Subsidiary of each Fiscal Quarter cash proceeds or Cash Equivalents (net of any customary and/or actual third party fees, costs and expenses incurred in connection with such disposition of such Negative Pledge Property or Additional Borrowing Base Property, as applicable) (the “Asset Sale Proceeds”) (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to incurs any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds new Indebtedness (other than with respect to any Prepayment Event the Warner Center Development Loan) which results in the receipt by the REIT, the Borrower or the relevant Subsidiary of the type set forth in clause cash proceeds or Cash Equivalents (g) of the definition thereof, net of documented reasonable out-of-pocket any customary and/or actual third party fees, costs and expenses incurred in connection with the collection incurrence of such proceedsIndebtedness) (the “New Debt Proceeds”), or (iii) issues any new equity (however defined) which results in each case payable to Persons that are not Affiliates the receipt by the REIT, the Borrower or Sponsor Affiliates) received by the relevant Subsidiary of cash proceeds or Cash Equivalents (net of any Loan Party customary and/or actual third party fees, costs and expenses incurred in connection with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result issuance of such Prepayment Event do not exceed $150,000 in equity) (the aggregate during “Equity Proceeds”), then the applicable Fiscal Year Borrower shall prepay the Loans and the outstanding Letters of Credit, if any, shall be Cash Collateralized within three (or, in the case of any Prepayment Event of the type described in clause (b3) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days Business Days of such receipt date in an aggregate amount equal to 100% of such Asset Sale Proceeds, New Debt Proceeds or Equity Proceeds (I) replace the property or assets subject as applicable). Amounts to such Prepayment Event be applied in connection with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan prepayments made pursuant to this Section 2.01(d). Any such prepayment 3(d) shall be accompanied by applied, first, to the prepayment of the Loans (without a Prepayment Premiumcorresponding reduction of the Revolving Credit Commitments) and, second, to Cash Collateralize the outstanding Letters of Credit, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Year are required to be delivered pursuant to Section 5.04(b5.01(b); provided, that no such prepayment shall be required for commencing with the Fiscal Quarter Year ending March December 31, 2020, the Borrower shall prepay the outstanding principal amount of Term Loans then subject to ratable prepayment requirements in accordance with clause (yvii) with respect of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to any Prepayment Event (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the type set forth in clauses (a)Borrower and the Restricted Subsidiaries for the Fiscal Year then ended, minus, without duplication of amounts reducing Excess Cash Flow, (bB) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans (excluding any Incremental Term Loans that are not secured by the Collateral) and any Revolving Loans (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Dateextent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans that is three (3) Business Days following are not secured by the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and Collateral on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partya first lien basis), and (zy) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with respect to any other Prepayment Event, on the date Section 9.05(g) of this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Partyprepayment pursuant to this Section 2.11(b)(i), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in this clause (by), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments, solely to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the definition Borrower or the Restricted Subsidiaries or proceeds constituting a Cure Amount); provided that any such Excess Cash Flow prepayment shall be required only to the extent the amount of such prepayment exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with any portion of the ECF Prepayment Event resulting from an act Amount (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the ECF Prepayment Amount on a pro rata basis to the prepayment of Godthe Term Loans and to the repurchase, flood prepayment or fire, do repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) the portion of the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed $750,000 the amount of the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the aggregate during terms hereof), and the applicable Fiscal Yearamount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly and are actually applied (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall LEGAL_US_E # 159035042.9 promptly (and in any event within 180 days ten Business Days after the date of such receipt to (Irejection) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2014, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (gvi) of the definition thereof, no later than the earlier of this Section 2.11(b) below in an aggregate principal amount equal to (i) 45 days after the end of each Fiscal Quarter and (iiA) the date Required Percentage of delivery Excess Cash Flow of the financial statements described in Section 5.04(b); providedBorrower and its Restricted Subsidiaries for the Fiscal Year then ended (it being understood and agreed that for the Fiscal Year ending December 31, that no such prepayment 2014, Excess Cash Flow shall be required for calculated as if such Fiscal Year begins on the first day of the Fiscal Quarter ending March September 30, 2014 and ends on December 31, 20202014) (each Fiscal Year, as modified under this clause (A) for the Fiscal Year ending December 31, 2014, an “Excess Cash Flow Period”), minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or prior to Dutch Auction) based upon the No Call Period End Date) that is three (3) Business Days following the date actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans and/or Additional Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required to the extent that the amount thereof would not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event1,500,000.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 26, 2014 (provided that the first prepayment period shall only include the period from the Closing Date to the last day of the Fiscal Year ending on December 26, 2014), the Borrower shall be required to prepay the unpaid outstanding Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal balance amount equal to (A) 50.0% of Excess Cash Flow for the Fiscal Year then ended, minus (B) at the option of the Term Loan Borrower, (x) with respect the aggregate principal amount of any Term Loans, Additional Term Loans or Additional Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b2.10(a); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect the aggregate principal amount of any loans or incremental loans under any Revolving Facility prepaid pursuant to any Prepayment Event of the type set forth in clauses (a), (bSection 2.10(b) and (eor 2.11(a) of the definition thereof, on Revolving Credit Agreement (or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which equivalent provision under any other proceeds subject thereto are received by documents governing any Loan Party), Revolving Facility) and (z) with respect to the aggregate principal amount of any other Prepayment Event, on the date Indebtedness prepaid under any equivalent provision of any Second Lien Facility (including on any date on or prior to the No Call Period End Date) extent such voluntary prepayments are permitted by the terms of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Partythis Agreement), in each case without case, excluding any demand or notice from such optional prepayments made during such Fiscal Year that reduced the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, amount required to be prepaid pursuant to this Section 2.10(b)(i) in the amount equal prior Fiscal Year (in the case of any such revolving loans prepaid as described under clauses (x), (y) and (z), to one hundred percent the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (100%x), (y) of the proceeds and (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsz), to the extent that such prepayments were not financed with the proceeds received by of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or its Subsidiaries); provided that (1) such Person percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as a result of the last day of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orbut without giving effect to the payment required hereby) shall be less than or equal to 3.00 to 1.00, in the case of any Prepayment Event of the type described in clause but greater than 2.75 to 1.00 and (b2) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment payment required hereby) shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed less than or equal to be implied consent 2.75 to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year are required to be delivered pursuant to Section 5.01(b), commencing with respect to the Fiscal Year ending December 31, 2022, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Term Loans then subject to ratable prepayment requirements in accordance with clause (vii) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and the Restricted Subsidiaries for the Fiscal Year then ended, minus, (B) without duplication of amounts reducing Excess Cash Flow, at the option of the Borrower, the aggregate principal amount of (x) with respect to any Prepayment Event of Term Loans (excluding any Incremental Term Loans that are not secured by the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (bCollateral) and any Revolving Loans (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Dateextent accompanied by a permanent reduction in the Revolving Credit Commitment) (excluding any Incremental Revolving Loans that is three (3) Business Days following are not secured by the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and Collateral on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partya first lien basis), and (zy) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made to the Borrower or any of its Subsidiaries made in accordance with respect to any other Prepayment Event, on the date Section 9.05(g) of this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Partyprepayment pursuant to this Section 2.11(b)(i), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in this clause (by), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments (I) made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, and (II) in the case of all such prepayments, solely to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the definition Borrower or the Restricted Subsidiaries or proceeds constituting a Cure Amount); provided that any such Excess Cash Flow prepayment shall be required only to the extent the amount of such prepayment exceeds $5,000,000 provided, further, that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any other Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with any portion of the ECF Prepayment Event resulting from an act Amount (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the ECF Prepayment Amount on a pro rata basis to the prepayment of Godthe Term Loans and to the repurchase, flood prepayment or fire, do repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) the portion of the ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed $750,000 the amount of the ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the aggregate during terms hereof), and the applicable Fiscal Yearamount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly and are actually applied (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 180 days ten Business Days after the date of such receipt to (Irejection) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay make prepayments of the unpaid principal balance outstanding amount of the Term Loan (xin addition to the scheduled principal installments) with respect upon not less than one Business Day's prior notice to any Prepayment Event the Agent, in amounts equal to either or both of the type set forth in clause (g) of the definition thereof, no later than the earlier of following: (i) 45 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, MINUS the aggregate principal amount of all voluntary prepayments of the Term Loan made during such fiscal year; and (ii) 100% of the Net Sales Proceeds received by the Borrower or any Subsidiary from Asset Sales permitted by this Agreement or (if not permitted by this Agreement) consented to by the Agent and the Required Lenders. In the case of clause (i), the prepayment shall be made within 10 days after the Agent's receipt of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each Fiscal Quarter and (ii) the date of delivery fiscal year of the financial statements described in Section 5.04(b)Borrower; provided, provided that no such prepayment based on the Excess Cash Flow of the Borrower for any fiscal year shall be required for if the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event Leverage Ratio as of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection end of such proceeds, in each case payable fiscal year is less than 2.75 to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in 1.00. In the case of any Prepayment Event clause (ii), the prepayment shall be made not later than 30 days after the consummation of the type described in clause (b) Asset Sale. If such prepayment constitutes a repayment of a Eurodollar Advance on a date which is not the definition last day of Prepayment Event resulting from an act of Goda Eurodollar Interest Period, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds Borrower shall not be required to prepay pay any amounts that would otherwise be due under this Agreement (including without limitation, Section 3.4) for the Term Loan pursuant repayment of a Eurodollar Rate Advance prior to this Section 2.01(d)the last day of the Eurodollar Interest Period. Any such mandatory prepayment shall be accompanied by a Prepayment Premium, if any, as provided applied to the principal installments payable under Section 2.1.2. in Section 2.02(d). For the sake inverse order of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventmaturity.

Mandatory Prepayments. The Borrower shall be required to prepay (i) Commencing with the unpaid principal balance first full fiscal year of the Term Loan Parents ending after the Closing Date, within five (x5) with respect Business Days after financial statements have been delivered pursuant to any Prepayment Event Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, if the Excess Cash Flow of the type set forth in clause Parents, the Borrower and the Restricted Subsidiaries is greater than $5,000,000, cause to be prepaid an aggregate principal amount of Term Loans (gsuch aggregate amount, the “Excess Cash Flow Prepayment Amount”) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of the definition thereofamount equal to Excess Cash Flow in excess of $5,000,000, no later than if any, for the earlier fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (i1) 45 days all voluntary prepayments (including pursuant to debt buybacks made by any Parent, the Borrower or any Restricted Subsidiary in an amount equal to the amount actually paid in respect thereof) of Term Loans during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment and, (2) all voluntary prepayments of the ABL Facility or any other revolving credit facility during such fiscal year or after such fiscal year and prior to the making of such ECF payment to the extent the commitments under the ABL Facility or other revolving credit facility, as applicable, are permanently reduced by the amount of such payments (any voluntary prepayments, made following the fiscal year end but prior to the making of each Fiscal Quarter such prepayment under this clause (B), an “After Year-End Payment, (3) without duplication of amounts deducted pursuant to clause (6) below, the amount of Capital Expenditures or acquisitions made in cash during such period, except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans), (4) without duplication of amounts deducted pursuant to clause (6) below, the amount of Investments and Permitted Acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a), (d), (n) and (iiz)) except to the extent that such Investments and Permitted Acquisitions were financed with the proceeds of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans), (5) the date amount of delivery Restricted Payments paid in cash during such period pursuant to Section 7.06 (other than Section 7.06(a) (solely in respect of amounts paid to a Parent, the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (aBorrower or a Restricted Subsidiary), (b), (k) and (er)) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, except to the extent that such Restricted Payments were financed with the proceeds received of an incurrence or issuance of Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans) and (6) without duplication of amounts deducted in prior periods, the aggregate consideration required to be paid in cash by any Parent, the Borrower or any Restricted Subsidiary pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such Person as a result period relating to Permitted Acquisitions, Capital Expenditures or acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such Prepayment Event do not exceed $150,000 in period except to the extent intended to be financed with the proceeds of an incurrence or issuance of other Indebtedness of the Parents, the Borrower or the Restricted Subsidiaries (other than revolving loans); provided that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures or acquisitions during such period of four consecutive fiscal quarters is less than the applicable Fiscal Year 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) (orany transaction referred to in this clause (B), made following the fiscal year end but prior to the making of such prepayment under this clause (b)(i), an “After Year-End Transaction”), except, in the case of any Prepayment Event each of the type described in clause immediately preceding clauses (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year1) and (2), to the extent such prepayments are actually applied within 180 days funded with the proceeds of Indebtedness (other than revolving loans) or any Cure Amounts; provided that (y) the ECF Percentage shall be reduced to 25% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such receipt financial statements was less than 3.75:1.00 and greater than or equal to 3.25:1.00 and (z) the ECF Percentage shall be reduced to 0% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.25:1.00; provided, further, (I) replace to the property or assets subject extent so elected by the Borrower, following the making of any After Year-End PaymentTransaction, (i) the First Lien Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to such Prepayment Event After Year-End PaymentTransaction as if payment was made during the fiscal year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Senior Secured Leverage Ratio and (ii) such After Year-End PaymentTransaction shall not be applied to the calculation of the First Lien Senior Secured Leverage Ratio in connection with property and/or assets performing the same or similar functions or determination of the ECF Percentage for purposes of any subsequent Excess Cash Flow prepayment. and (II) repair, replace to the extent any reduction pursuant to clauses (1) or reconstruct property and or assets damaged by such (2) above reduce the Excess Cash Flow Prepayment EventAmount below the Excess Cash Flow Prepayment Threshold, such proceeds shall not excess amounts for such fiscal year shall, at the Borrower’s sole option, be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent carried over to any sale or other event or occurrence giving rise to succeeding fiscal year and shall reduce any Excess Cash Flow Prepayment Amount on a Prepayment Eventdollar for dollar basis for such fiscal year.

Mandatory Prepayments. The If Term Loans are accelerated following the occurrence of an Event of Default (other than any Event of Default triggered by a breach of Section 7.2(c)(ii)), Borrower shall be required immediately pay to prepay Lenders, payable to each Lender in accordance with its respective Pro Rata Share (except in the unpaid case of the Final Fee and the Amendment Fee), an amount equal to the sum of: (i) all outstanding principal balance of the Term Loan Loans plus accrued and unpaid interest thereon through the prepayment date, (xii) the applicable Final Fee paid in accordance with the definition thereof, (iii) the Prepayment Premium, (iv) the Amendment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate, if applicable, with respect to any Prepayment Event past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Fee or the Amendment Fee had not previously been paid in full in connection with the prepayment of the type set forth Term Loans in clause full, Borrower shall pay to the respective Lender to which such payments are owed, the Final Fee and the Amendment Fee, as applicable, in respect of the Term Loans. If a Change of Control occurs, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share (gexcept in the case of the Final Fee and the Amendment Fee), an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final Fee paid in accordance with the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (iiC) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020Prepayment Premium, (yD) the applicable Amendment Fee paid in accordance with the definition thereof, plus (DE) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any Prepayment Event of past due amounts. Notwithstanding (but without duplication with) the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Eventforegoing, on the date (including on any date on Maturity Date, if the Final Fee or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), Amendment Fee had not previously been paid in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred full in connection with the collection prepayment of the Term Loans in full, Borrower shall pay to the respective Lender to which such proceedspayments are owed, the Final Fee and the Amendment Fee, as applicable, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) Term Loans. Provision Amended and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.Restated Language

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2021, the Parent Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to the Term Loan product of (x) with respect a fraction, the numerator of which is the outstanding principal amount of Initial Term Loans and Additional Term Loans required to any Prepayment Event be prepaid pursuant to this clause (i) and the denominator of which is the sum of the type set forth in clause (gaggregate principal amount of loans under the Existing Credit Agreement required to be prepaid pursuant to Section 2.11(b)(i) of the definition thereof, no later than Existing Credit Agreement and the earlier outstanding principal amount of Initial Term Loans and Additional Term Loans required to be prepaid pursuant to this clause (i) 45 days after the end multiplied by (y) an amount equal to (A) 50% of each Fiscal Quarter and (ii) the date of delivery Excess Cash Flow of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required Parent Borrower and its Restricted Subsidiaries for the Fiscal Quarter ending March 31Year then ended, 2020minus (B) at the option of the Parent Borrower, the aggregate principal amount of (x) any Initial Term Loans, Additional Term Loans, Additional Revolving Loans prepaid pursuant to Section 2.11(a) or ABL Loans prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or Dutch Auction) prior to such date and based upon the No Call Period End Date) that is three (3) Business Days following the date actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Additional Revolving Loans or ABL Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by of other Indebtedness (other than revolving Indebtedness) of the Parent Borrower or its Restricted Subsidiaries); provided that (I) such Person percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as a result of such Prepayment Event do not exceed $150,000 in the aggregate during last day of the applicable relevant Fiscal Year (orbut without giving effect to the payment required hereby) is less than or equal to 3.50 to 1.00, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) but greater than 3.00 to 1.00 and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 3.00 to 1.00; provided that no prepayment of Initial Term Loans and Additional Term Loans shall be required pursuant to this clause (i) in an amount that exceeds the amount required to be prepaid pursuant to Section 2.11(b)(i) of the Existing Credit Agreement that is declined by the Term Lenders (as defined in the Existing Credit Agreement). Amounts so declined shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Initial Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans and Additional Term Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 No later than 95 days after the end of each Fiscal Quarter and ECF Period (iian “ECF Deadline”), the Borrower shall pay to the Term Lenders an aggregate amount (which shall be applied in accordance with Section 2.10(b)(v)) equal to (A) the date ECF Percentage of delivery Excess Cash Flow, if positive, for such ECF Period minus (B) the sum of (x) all voluntary prepayments of Term Loans during such ECF Period (or following the financial statements described end of such ECF Period if such voluntary prepayments are made prior to the ECF Deadline for such ECF Period; it being understood that the amount of any voluntary prepayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of one ECF Period may not be applied to reduce such mandatory prepayment in a subsequent ECF Period) pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, 2.10(a) and (y) with respect to any Prepayment Event all voluntary repayments of Revolving Loans during such ECF Period (or following the type set forth in clauses (a), (b) and (e) end of the definition thereof, on or before the date (including on any date on or such ECF Period if such voluntary repayments are made prior to the No Call Period End Date) ECF Deadline for such ECF Period; it being understood that is three (3) Business Days following the date of receipt by any Loan Party amount of any proceeds from voluntary repayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of one ECF Period may not be applied to reduce such Prepayment Event (and on or before the date that is three (3mandatory prepayment in a subsequent ECF Period) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partypursuant to Section 2.10(a), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received Revolving Commitments are permanently reduced by such Person as a result the amount of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orrepayments, excluding, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan all cases pursuant to this Section 2.01(dclause (B). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d)any payments or prepayments funded with proceeds of Funded Debt. For the sake avoidance of claritydoubt, none of the foregoing transactions occurring on the Amendment No. 1 Effective Date shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventprepayment of Loans for the purposes of this Section 2.10(b).

Mandatory Prepayments. The Borrower shall be (a) In addition to the required to prepay the unpaid payments of principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) Section 2.3 and any optional payments of principal of the definition thereofLoans effected under Section 2.6 or Section 3.7(a), no later than the earlier of (i) 45 days after Borrower shall make the end of each Fiscal Quarter and (ii) the date of delivery following required prepayments of the financial statements described in Section 5.04(b); providedTerm Loan Facility, that no each such prepayment shall payment to be required made to the Agent for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event benefit of the type set forth in clauses (a), (b) and (e) Lenders within the time period specified below: the Borrower shall make prepayments of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date Term Loan Facility by application of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the an amount equal to one hundred percent (100%) of the proceeds Net Cash Proceeds (including each Reserve Reduction Amount other than with respect those resulting from the payment in cash or other property by the Borrower or any Restricted Subsidiary to pay or satisfy a liability giving rise to any Prepayment Event of related Holdback Reserve or Tax Reserve) or Net Issuance Proceeds, as the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceedscase may be, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 invested in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event business of the type described in clause Borrower and its Subsidiaries within 270 days after receipt thereof, of (bX) all sales, transfers or other dispositions of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject of the Borrower or any Restricted Subsidiary in accordance with the provisions of Section 10.5(c) and 10.5(e)(ii) in which the aggregate consideration received in such transactions (on a cumulative basis from the Closing Date) exceeds $20,000,000 and (without limiting the obligation to make prepayments as provided herein) the cumulative amount of such Prepayment Event with property and/or assets performing Net Cash Proceeds from such dispositions since the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to most recent preceding prepayment under this Section 2.01(d2.7(a)(i). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided shall equal or exceed $5,000,000, (Y) each Permitted Receivables Securitization, or (Z) each issuance of Consolidated Indebtedness permitted to be issued hereunder (other than Indebtedness described in Section 2.02(d10.4). For the sake of clarity, the foregoing shall not be deemed each such prepayment to be implied consent made within ten (10) Business Days of receipt of such proceeds and upon not less than five (5) Business Days' written notice to any sale or other event or occurrence giving rise to the Agent, which notice shall include a Prepayment Eventcertificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of such prepayment.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of tenth (10th) Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2024, the Borrower shall prepay the outstanding principal amount of Subject Loans in clause an aggregate principal amount equal to (gA) the Required Excess Cash Flow Percentage of Excess Cash Flow of the definition thereofBorrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, no later than minus (B) at the earlier option of the Borrower, the sum of (i) 45 days after the end of each Fiscal Quarter and (ii1) the date aggregate principal amount of delivery of any other Indebtedness that is secured on a pari passu basis with the financial statements described in Section 5.04(b); provided, Secured Obligations that no the Borrower voluntarily repays or repurchases during such prepayment shall be required for the Fiscal Quarter ending March 31, 2020period and prior to such date, (y2) with respect the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) during such period and prior to such date (in the case of any Prepayment Event prepayment of Revolving Loans, to the type set forth extent accompanied by a permanent reduction in clauses (athe relevant commitment), (b3) [reserved] and (e4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 9.05(g) of the definition thereof, on or before the date (including on this Agreement in connection with any date on or Dutch Auction during such period and prior to such date and, in the No Call Period End Date) that is three case of this clause (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party4), and (z) with respect to any other Prepayment Event, on based upon the date (including on any date on or prior principal amount of Indebtedness subject to the No Call Period End Daterelevant assignment or purchase, minus (C) at the option of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount equal to one hundred percent (100%) of the proceeds Investments (other than with respect to Investments in Holdings, the Borrower or any Prepayment Event of the type set forth Restricted Subsidiary and other than Investments in clause (gCash or Cash Equivalents) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of acquisitions not prohibited by this Agreement made during such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsExcess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the proceeds received Borrower or its Restricted Subsidiaries, (3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), to the extent that such Person as a result Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Prepayment Event do not exceed $150,000 Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase orders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the applicable Fiscal Year extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (orthe “Planned Expenditures”), in the case of any Prepayment Event each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the type described in clause (b) of succeeding 12-month period; provided, that to the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the applicable Fiscal Year) and are actually applied within 180 days Contract Consideration or Planned Expenditures, the amount of such receipt shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) replace to the property extent such payments are made during such Fiscal Year or assets subject after the end of such Fiscal Year and prior to such Prepayment Event with property and/or assets performing the same or similar functions or date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) repair, replace or reconstruct property and or assets damaged by excluding any such Prepayment Event, optional prepayment made during such proceeds shall not be Fiscal Year that reduced the amount required to prepay the Term Loan be prepaid pursuant to this Section 2.01(d). Any such 2.11(b)(i) in the prior Fiscal Year and (III) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be accompanied by a Prepayment Premium, if any, as provided required unless and to the extent the amount thereof would exceed $20,000,000 after giving effect to the calculations and adjustments described in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventclauses (A) and (B) above.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Borrower shall be Representative are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Borrowers shall, jointly and severally, prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans (unless specified otherwise in the applicable amendment relating to such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) 50% of Excess Cash Flow of the Term Loan Borrowers and their Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower Representative, (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party aggregate principal amount of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds Initial Term Loans (other than with respect to any Prepayment Event the prepayment of Original Term Loans as contemplated by the type set forth in clause First Amendment), Additional Term Loans, Revolving Loans or Additional Revolving Loans (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existscase, to the extent that ranking pari passu in right of payment and with respect to security with the proceeds received Initial Term Loans) prepaid pursuant to Section 2.11(a) prior to such date (calculated by such Person as a result of such Prepayment Event do not exceed $150,000 in reference to the aggregate during the applicable Fiscal Year (orDollar Equivalent thereof, in the case of any Prepayment Event such prepayments made in a currency other than Dollars) and (y) the amount of any reduction in the type described outstanding amount of any Initial Term Loans or Additional Term Loans retired and cancelled as a result of any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction), in the case of this clause (by) prior to such date and in an amount equal to the actual amount of cash paid in connection with the relevant assignment (calculated by reference to the Dollar Equivalent thereof, in the case of any such payments made in a currency other than Dollars), excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (and in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the definition of Prepayment Event resulting from an act of God, flood Borrowers or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to their Restricted Subsidiaries); provided that (I) replace such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the property Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or assets subject equal to such Prepayment Event with property and/or assets performing the same or similar functions or 1.251.00 to 1.00, but greater than 1.000.50 to 1.00 and (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to prepay the Term Loan pursuant payment required hereby) is less than or equal to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed 1.000.50 to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The Borrower shall be required to prepay (Term Loan A Facility): After the unpaid principal balance Revolving Loans have been repaid in full and any Letters of Credit outstanding under the Revolving Facility have been cash collateralized in full, the Tranche A Term Loans under the Term Loan A Facility shall be prepaid, without premium or penalty or LIBOR breakage costs with: (xa) with respect the proceeds of asset sales, casualty events and indebtedness that is not permitted, pursuant to any Prepayment Event terms and provisions that are customary for term loans of the type set forth in clause contemplated herein, and (gb) 100% of all cash and cash equivalents of the definition thereofLoan Parties, no later than the earlier minus Excluded Funds, in excess of (i) 45 days after if a Borrowing Base is in effect under the end Revolving Facility, $25 million, and (ii) if no Borrowing Base is in effect under the Revolving Facility, $35 million, in each case, on the 15th day of each Fiscal Quarter month (or if the 15th day of the applicable month is not a business day, then the first business day thereafter); provided that in the case of each of the preceding thresholds, such threshold amount shall be increased on a dollar-for-dollar basis for all net cash proceeds retained by the Loan Parties in connection with a disposition up to an aggregate amount of $40 million for all such net cash proceeds retained by the Borrower Mandatory Prepayments (Term Loan B Facility): After indefeasible payment or satisfaction in full, in cash, of (i) the Revolving Loans and other obligations outstanding under the Revolving Facility and cash collateralization (or other arrangement satisfactory to the applicable Issuing Bank) of Letters of Credit outstanding under the Revolving Facility and the occurrence of the Zero Borrowing Base Effective Date, and (ii) the date of delivery of Tranche A Term Loans under the financial statements described in Section 5.04(b); providedTerm Loan A Facility, that no such prepayment the Tranche B Term Loans under the Term Loan B Facility shall be required prepaid, without premium or penalty or LIBOR breakage costs with: (a) the proceeds of asset sales, casualty events and indebtedness that is not permitted, pursuant to terms and provisions that are customary for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event term loans of the type set forth in clauses (a)contemplated herein, and (b) 100% of all cash and (e) cash equivalents of the definition thereofLoan Parties, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date minus Excluded Funds, in excess of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)$35 million, and (z) with respect to any other Prepayment Eventin each case, on the date 15th day of each month (including or if the 15th day of the applicable month is not a business day, then the first business day thereafter); provided that the preceding threshold amount shall be increased on a dollar-for-dollar basis for all net cash proceeds retained by the Loan Parties in connection with a disposition up to an aggregate amount of $40 million for all such net cash proceeds retained by the Borrower Optional Prepayments and Commitment Reductions (Revolving Facility): Loans under the Revolving Facility may be prepaid at any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)time, in each case without any demand whole or notice from in part, at the Agent, Lenders or any other Person, all option of which is hereby expressly waived by the Borrower, upon notice to the First-Out Agent and in the amount equal minimum principal amounts and in multiples to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection be agreed upon with the collection of such proceedsFirst-Out Agent, in each case payable to Persons that are not Affiliates without premium or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause penalty (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(dexcept LIBOR breakage costs). Any such optional prepayment shall of the Revolving Facility will be accompanied applied to prepay outstanding loans and cash-collateralize Letters of Credit outstanding under the Revolving Facility (except as otherwise set forth herein, without a permanent reduction in Maximum Revolving Commitments unless so elected by a Prepayment Premiumthe Loan Parties).The unutilized portion of the Maximum Revolving Commitments may be terminated, if anyin whole or in part, as provided at the option of the Borrower, upon notice to the First-Out Agent and in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed minimum principal amounts and in multiples to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventagreed upon with the First-Out Agent.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and Within five (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (35) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) and the date related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of receipt Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by any Loan Party such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii(and, without duplication of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) deduction with respect to any other Prepayment Eventfiscal year, on at the date (including on any date Parent Borrower’s option, following the last day of such fiscal year and on or prior to the No Call Period End Datesuch required prepayment date) and (2) all voluntary prepayments of receipt by any Loan Party Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than deduction with respect to any Prepayment Event of other fiscal year, at the type set forth in clause (g) of Parent Borrower’s option, following the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection last day of such proceeds, in each case payable to Persons that are not Affiliates fiscal year and on or Sponsor Affiliates) received by any Loan Party with respect prior to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (brequired prepayment date) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received Revolving Credit Commitments are permanently reduced by such Person as a result the amount of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orpayments, in the case of any Prepayment Event each of the type described immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (bB)) as of the definition last day of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged fiscal year covered by such Prepayment Event, such proceeds shall not be required financial statements was less than 3.75:1.00 and greater than or equal to prepay 3.50:1.00 and (y) the Term Loan pursuant to this Section 2.01(d). Any such prepayment ECF Percentage shall be accompanied by a Prepayment Premium, 0% if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent First Lien Senior Secured Leverage Ratio (after giving effect to any sale or other event or occurrence giving rise to a Prepayment Eventprepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 3.50:1.00.

Mandatory Prepayments. The In accordance with Section 2.01(f)(iii), (A) during a Sweep Event, the Borrower shall be apply Actual Net Cash Flow remaining after making the transfers required pursuant to prepay the unpaid principal balance Sections 3.3(d)(i) through 3.3(d)(vi) of the Term CADA to the prepayment of the Loans in accordance with Section 3.3(d)(vii) of the CADA until such time the Sweep Event is remedied, provided that in the event that a Sweep Event is caused by the occurrence of a Bankruptcy Event of SolarCity, such Sweep Event cannot be remedied and such Sweep Event shall continue until the Discharge Date; (B) if any Loan Party or any Subject Fund (x) with respect to incurs or issues any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days Debt after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Closing Date that is not permitted to be incurred pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, 7.02 or (y) with respect issues any capital stock, then, in each case, the Borrower shall prepay the Loans, in an aggregate principal amount equal to 100% of all net cash proceeds therefrom received or entitled to be received by, or distributable to, any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition Loan Party or any Affiliate thereof, on or before the date (including on any date to, on or prior to the No Call Period End Date) that date which is three two (32) Business Days following after the receipt by the applicable Loan Party of such net proceeds; (C) if, as of any date a Borrowing Base Certificate is delivered (including any Borrowing Base Certificate delivered pursuant to Section 2.12), the Outstanding Principal exceeds the Available Borrowing Base, Borrower shall, within five (5) Business Days after the date of such Borrowing Base Certificate, prepay the Loans in an amount sufficient to reduce the Outstanding Principal to an amount not greater than the Available Borrowing Base as calculated in such Borrowing Base Certificate; (D) upon receipt by any Loan Party of any Equity Contributions under Article XI, the Borrower shall cause the proceeds from of such Prepayment Event Equity Contribution to be applied as a prepayment of outstanding principal of the Loans in an amount equal to the amount of such Equity Contribution; (E) upon any refinancing of Net Cash Flows of one or more Subject Funds in accordance with Section 2.10(a), the Borrower shall prepay the Loans in an amount equal to the net cash proceeds of such refinancing; and on or before the date that is three (3F) if any Subject Fund becomes subject to a Trigger Event, then within five (5) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on after the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or Borrower receives notice from the Agent, Lenders Administrative Agent or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection otherwise has actual knowledge of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Trigger Event, so long as no Event of Default exists, the Borrower shall prepay the Loans in an amount sufficient to the extent that the proceeds received by cause such Person as Subject Fund to become a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal YearReleased Fund pursuant to Sections 2.10(b) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(dc). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay In the unpaid principal balance event and on each occasion that the Company or any of its Subsidiaries receives, after the Term Loan (x) with Amendment No. 2 Effective Date, any Net Cash Proceeds in respect to of any Prepayment Event of Event, the type set forth in clause (g) of the definition thereof, no later than the earlier of Company shall (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described referred to in clause (ba) of the definition of such term, on or prior to the tenth Business Day after such Net Cash Proceeds are received (including, for the avoidance of doubt, deemed receipt thereof in accordance with the definition of the term “Net Cash Proceeds”) by the Company or any Subsidiary and (ii) in the case of any other Prepayment Event, on or prior to the third Business Day after such Net Cash Proceeds are received by the Company or any Subsidiary, prepay Borrowings in an amount equal to the lesser of (i) the aggregate principal amount of the Loans then outstanding and (ii) 100% of such Net Cash Proceeds. The Company shall notify the Administrative Agent of any prepayment of a Borrowing under this Section 2.08(b) promptly after the receipt by the Company or any of its Subsidiaries of the applicable Net Cash Proceeds. Notwithstanding any other provisions of this Section 2.08(b), (A) to the extent that any or all of the Net Cash Proceeds with respect to any Prepayment Event resulting from an act described in clause (a) of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days definition of such receipt term by a Subsidiary that is not a Domestic Subsidiary giving rise to a mandatory prepayment pursuant to this Section 2.08(b) (a “Foreign Disposition”) would be prohibited or delayed by (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions applicable local law or (II) repairin the case of any such Subsidiary that is not a Wholly Owned Subsidiary the organization documents of any such Subsidiary, replace or reconstruct property and or assets damaged by in any case, from being repatriated to the Company (if repatriation were attempted), an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.08(b) if, at the time of such Prepayment Event, (x) the applicable local law will not permit repatriation to the Company (the Company hereby agreeing to use commercially reasonable efforts to cause such proceeds shall Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (y) the organizational documents of such Subsidiary (including as a result of minority ownership) will not permit repatriation to the Company; and (B) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, if such repatriation were attempted, would have an adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) (as determined in good faith by the Company) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to prepay be applied to repay Loans at the Term Loan pursuant to times provided in this Section 2.01(d). Any 2.08(b) but may be retained by such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d)Subsidiary. For the sake avoidance of claritydoubt, nothing in this Section 2.08(b) shall require the foregoing shall not be deemed Company to cause amounts to be implied consent repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any sale or other event or occurrence giving rise to a Prepayment Eventmandatory prepayments hereunder).

Mandatory Prepayments. The (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Borrower shall cause to be required prepaid an aggregate principal amount of Term Loans equal to prepay (A) 50% (such percentage as it may be reduced as described below, the unpaid principal balance “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the Term Loan amount in excess of $5,000,000, minus at the Borrower’s option, (B) the sum of (i) (x) all voluntary prepayments of Term Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any Prepayment Event other fiscal year, at the Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date), (y) voluntary prepayments of other Indebtedness permitted hereunder that is secured on a pari passu basis with the Secured Obligations (including, in the case of clauses (x) and (y), any debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of the type set forth cash payment) and (ii) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments or to the extent drawn to account for any additional OID or upfront fees that are implemented pursuant to the “market flex” provisions of the Fee Letter (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Consolidated First Lien Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (gB)) as of the last day of the fiscal year covered by such financial statements was less than 2.30:1.00 and greater than or equal to 1.80:1.00 and (y) the ECF Percentage shall be 0% if the Consolidated First Lien Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 1.80:1.00. (ii) (A) Subject to Section 2.05(b)(ii)(B), and any Customary Intercreditor Agreement, if following the Closing Date (x) Holdings, the Borrower or any Restricted Subsidiary consummates any non-ordinary course sale, transfer or other disposition of property or assets permitted by Section 7.05(a)(ii) and clauses (7) though (28) of the definition thereofof Asset Disposition, no later than or (y) any Casualty Event occurs, which in the earlier aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Available Cash in excess of $5,000,000 (iand then, only to the extent of the amount in excess of $5,000,000) 45 days after in the end case of each Fiscal Quarter and of, a single Asset Disposition or Casualty Event or series of related Asset Dispositions or Casualty Events, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to such Net Available Cash (iithe “Applicable Proceeds”) the date of delivery of the financial statements described in Section 5.04(b)realized or received; provided, provided that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, pursuant to this Section 2.05(b)(ii)(A) (yI) with respect to any Prepayment Event such portion of such Net Available Cash that the type set forth Borrower intends to reinvest in clauses (aaccordance with Section 2.05(b)(ii)(B), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.-111- #96501157v12

Mandatory Prepayments. The In accordance with Section 2.1(f)(iii), (A) during a Repayment Event, on each Scheduled Payment Date, the Borrower shall be required to prepay the unpaid principal balance Loans as required pursuant to Section 3.3(d)(3) of the Term CADA; (B) if any Loan Party or any of such Loan Party’s Subsidiaries (x) with respect to incurs or issues any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days Debt after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Closing Date that is not otherwise permitted to be incurred pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, 6.3 or (y) with respect issues any capital stock, then, in each case, the Borrower shall prepay the Loans, in an aggregate principal amount equal to any Prepayment Event 100% of the type set forth in clauses (a)all net proceeds received therefrom, (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that date which is three two (32) Business Days following after the receipt by the Borrower or such Subsidiary of such net proceeds; (C) upon receipt of any funds for the prepayment of principal pursuant to Section 2.10(b), the Borrower shall cause such funds to be applied as a prepayment of the outstanding principal of the Loans; and (D) upon receipt of any Equity Contributions for the purpose of curing a Default under Section 8.1(l), the Borrower shall cause the proceeds of such Equity Contribution to be applied as a prepayment of outstanding principal of the Loans in an amount not less than the amount required to satisfy the Applicable Threshold Test; provided that the Borrower may cure any Default under Section 8.1(l) by, within ten (10) Business Days from the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan PartyBorrowing Base Certificate referred to in Section 8.1(l), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior making a request to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), Administrative Agent to add additional Systems or Subject Funds to the Available Borrowing Base in each case without any demand or notice from accordance with the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type terms set forth in clause (g) of this Agreement in order to cause the definition thereofOutstanding Principal to be less than the Available Borrowing Base. In the event that adding such additional Systems or Subject Funds to the Available Base would cause the Available Borrowing Base to exceed the Outstanding Principal, net of documented reasonable out-of-pocket costs as evidenced by a new Borrowing Base Certificate approved by the Administrative Agent, and expenses incurred such new Systems or Subject Funds are subsequently added to the Available Borrowing Base in connection accordance with the collection terms of this Agreement within such proceedsten (10) Business Day period, in each case payable to Persons that are not Affiliates or Sponsor Affiliatesthen any Default under Section 8.1(l) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent cured. For the avoidance of doubt, no such Default shall be deemed cured if the inclusion of new Systems or Subject Funds does not otherwise reduce the Outstanding Principal to any sale or other event or occurrence giving rise to a Prepayment Eventan amount less than the Available Borrowing Base.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after On any Tranche A Senior Loan Repayment Date, subject to the end provisions of each Fiscal Quarter and this Section 2.5(b)(i) below, the Tranche A Senior Loan (ii) the date of delivery without payment in respect of the financial statements described in Section 5.04(b); provided, that no such prepayment Yield-Maintenance Premium) shall be required prepaid using funds then made available for prepayment from the Fiscal Quarter ending March 31, 2020, (y) with respect Rova I Contingency Account pursuant to any Prepayment Event Section 4.6 of the type set forth in clauses (a)Deposit Agreement, (b) together with all accrued and (e) unpaid interest thereon. Each Lender shall have the option to accept its pro rata share of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be prepayments required to prepay the Term Loan pursuant to this Section 2.01(d). Any 2.5(b) to be applied to the Tranche A Senior Loan; all such prepayment prepayments not accepted by the Lenders shall be accompanied by a Prepayment Premiumtransferred to the Project Control Account. On any Tranche B Senior Repayment Date, if any, as provided in subject to the provisions of this Section 2.02(d). For the sake of clarity2.5(b)(i) below, the foregoing Tranche B Senior Loan (without payment in respect of the Yield-Maintenance Premium) shall not be deemed prepaid using funds then made available for prepayment from the Rova II Contingency Account pursuant to Section 4.6 of the Deposit Agreement, together with all accrued and unpaid interest thereon. Each Lender shall have the option to accept its pro rata share of the prepayments required pursuant to this Section 2.5(b)(i) to be implied consent applied to any sale or other event or occurrence giving rise the Tranche B Senior Loan; all such prepayments not accepted by the Lenders shall be transferred to a Prepayment Eventthe Project Control Account. All partial prepayments are to be applied to remaining repayments of principal in inverse order of maturities. No amount prepaid pursuant to this Section 2.5(b)(i) may be reborrowed by Borrower.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Borrower shall be Representative are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Borrowers shall, jointly and severally, prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans (unless specified otherwise in the applicable amendment relating to such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) 50% of Excess Cash Flow of the Term Loan Borrowers and their Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower Representative, (x) the aggregate principal amount of any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans (in each case, to the extent ranking pari passu in right of payment and with respect to any Prepayment Event of security with the type set forth in clause (gInitial Term Loans) of the definition thereof, no later than the earlier of (iprepaid pursuant to Section 2.11(a) 45 days after the end of each Fiscal Quarter prior to such date and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans retired and cancelled as a result of any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan PartyDutch Auction), in each the case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, this clause (y) prior to such date and in the an amount equal to one hundred percent (100%) the actual amount of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection relevant assignment, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (and in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by of other Indebtedness (other than revolving Indebtedness) of the Borrowers or their Restricted Subsidiaries); provided that (I) such Person percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as a result of such Prepayment Event do not exceed $150,000 in the aggregate during last day of the applicable relevant Fiscal Year (orbut without giving effect to the payment required hereby) is less than or equal to 1.25 to 1.00, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) but greater than 1.00 to 1.00 and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to prepay the Term Loan pursuant payment required hereby) is less than or equal to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed 1.00 to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Subject Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Calculation Period then ended, minus (B) unless otherwise elected by the Borrower, the aggregate principal amount optionally or voluntarily prepaid, repurchased, redeemed or otherwise retired (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (x) with respect any Initial Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter ABL Loans and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020any Permitted Senior Secured Debt, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) Replacement Notes and (ez)(1) of any reduction in the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party outstanding amount of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders Initial Term Loans or any other PersonTerm Loans resulting from any assignment (or purchases) made in accordance with Section 9.05(h) of this Agreement (including in connection with any Dutch Auction, all and in the case of which is hereby expressly waived by Affiliates that are not Restricted Subsidiaries of the Borrower, in to the extent contributed or transferred to the Borrower), based upon the actual amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment or purchase; provided, that, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party case, with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of ABL Facility, the definition of Prepayment EventInitial Delayed Draw Term Facility, so long as no Event of Default existsany Incremental Revolving Facility and any Replacement Revolving Facilities, to the extent that the proceeds received accompanied by such Person as a result of such Prepayment Event do not exceed $150,000 permanent reduction in the aggregate during the applicable Fiscal Year (orrelevant commitment, and in the case of any Prepayment Event all such prepayments, repurchases, redemptions or other retirements, to the extent were not financed with the proceeds of the type described in clause (b) of the definition of Prepayment Event resulting from an act of GodLong-Term Funded Indebtedness provided, flood or firefurther, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to that that (I) replace if at the property time that any such prepayment would be required, the Borrower (or assets subject any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with property and/or assets performing the same or similar functions or terms hereof, (II) repairto the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid, replace or reconstruct property the declined amount shall promptly (and or assets damaged by in any event within ten (10) Business Days after the date of such Prepayment Event, such proceeds shall not rejection) be required applied to prepay the Term Loan pursuant to Loans in accordance with the terms hereof (unless such other application is otherwise permitted hereunder) and (III) no prepayment under this Section 2.01(d). Any such prepayment 2.11(b)(i) shall be accompanied by a Prepayment Premium, required if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall amount thereof would not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventexceed $7,500,000.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance Mandatory repayments of Term Loans from (i) 100% of the Term Loan net cash proceeds of any asset sales and dispositions (x) with respect including insurance, condemnation and casualty events), subject to any Prepayment Event of the type exceptions and reinvestment rights substantially as set forth in clause (g) of the definition thereofDraft OpCo Credit Agreement, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery 100% of the financial statements described in Section 5.04(b); providednet proceeds from issuance or incurrence of debt, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect subject to any Prepayment Event of the type exceptions substantially as set forth in clauses the Draft OpCo Credit Agreement, (aiii) 100% of the net proceeds from issuances of equity by, or capital contributions to, New OpCo Holdings and its Subsidiaries, subject to exceptions substantially as set forth in the Draft OpCo Credit Agreement (including for equity proceeds specifically used to finance permitted investments and capital expenditures), (biv) a portion to be mutually agreed of the net proceeds from issuances of equity by, or capital contributions to, any direct or indirect parent of New OpCo Holdings, subject to exceptions to be mutually agreed, (v) commencing with the fiscal year ended December 31, 2011, 75% (with step downs based on meeting a Total Leverage Ratio (as defined in the Draft OpCo Credit Agreement) to be mutually agreed and (eso long as no default or event of default under the Senior Secured Facilities is in existence) of the definition thereof, annual excess cash flow (to be defined on or before the date (including on any date on or prior a basis to the No Call Period End Datebe mutually agreed) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (New OpCo Holdings and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)its subsidiaries, and (zvi) with respect 100% of the net cash proceeds of any amounts received in repayment, or otherwise on account, of any loan or advance made to a Native American tribe pursuant to any other Prepayment Event, Native American contract relating to a Native American project (including all reimbursements from the Gun Lake project after the Closing Date but excluding reimbursements from the Gun Lake project received on the date Closing Date (including on other than any date on Excess Gun Lake Reimbursement)). Notwithstanding the foregoing, if any default or prior to event of default exists at the No Call Period End Date) of receipt by any Loan Party time of any proceeds from such Prepayment Event (mandatory repayment of Term Loans otherwise required above, Swing Line Loans, Revolving Loans and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Letters of Credit shall first be repaid and/or cash collateralized, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borroweras applicable, in the amount equal otherwise required to one hundred percent be applied to the Term Loans (100%) of with no permanent reduction in commitments under the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment EventRevolving Credit Facility, so long as no Event payment or bankruptcy default or event of Default default exists), with any excess to the extent that the proceeds received by such Person be applied as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year otherwise required above (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant without regard to this Section 2.01(dsentence). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (i)Commencing with the unpaid principal balance fiscal year of the Term Loan Borrower ending on December 31, 2024, within five (x5) with respect Business Days after financial statements have been delivered pursuant to any Prepayment Event Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for such fiscal year, the Borrower shall, if the Excess Cash Flow of the type set forth in clause Borrower and the Subsidiaries is greater than $1,000,000, cause to be prepaid an aggregate principal amount of Term Loans equal to (gA) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of the definition thereofamount equal to Excess Cash Flow in excess of $1,000,000, no later than if any, for the earlier fiscal year covered by such financial statements, minus (B) the sum of (i1) 45 days after all voluntary prepayments (including pursuant to debt buy-backs made by the end of each Fiscal Quarter and (ii) Borrower or any Subsidiary in an amount equal to the date of delivery of the financial statements described amount actually paid in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (ethereof) of Term Loans, Refinancing Loans in the definition thereof, on form of term loans and Permitted Alternative Incremental Facilities Debt in the form of term loans or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)notes, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent such Indebtedness is secured by a Lien on the Collateral that is pari passu with the proceeds received by Lien securing the Obligations, during such Person as a result fiscal year or after such fiscal year and prior to the making of such Prepayment Event do not exceed $150,000 Excess Cash Flow payment and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after such fiscal year and prior to the making of such Excess Cash Flow payment to the extent the commitments in respect of such Revolving Credit Loans are permanently reduced by the aggregate during the applicable Fiscal Year (oramount of such payments, except, in the case of any Prepayment Event each of the type described in clause immediately preceding clauses (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year1) and (2), to the extent such prepayments are actually applied within 180 days not funded with the proceeds of such receipt Internally Generated Cash; provided that (x) the ECF Percentage shall be reduced to (I) replace 25% if the property or assets subject to such Prepayment Event with property and/or assets performing Consolidated Total Net Leverage Ratio for the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged fiscal year covered by such Prepayment Eventfinancial statements was less than 1.875:1.00 and greater than or equal to 1.375:1.00 (in each case, such proceeds shall not be required to prepay calculated on a pro forma basis) and (y) the Term Loan pursuant to this Section 2.01(d). Any such prepayment ECF Percentage shall be accompanied reduced to 0% if the Consolidated Total Net Leverage Ratio for the fiscal year covered by such financial statements was less than 1.375:1.00 (calculated on a Prepayment Premium, if any, as provided in Section 2.02(dpro forma basis). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The (a) Immediately upon receipt by the Borrower shall be required to prepay or any of its Domestic Subsidiaries of any (i) Net Cash Proceeds of any sale or disposition by the unpaid principal balance Borrower or any of the Term Loan its Domestic Subsidiaries of any of its assets or (xii) any Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that, with respect to Section 2.13(a)(i) and (a)(ii), exceed (A) $15,000,000 for any Prepayment Event such single asset sale (or series of the type set forth in clause related asset sales, including any disposition of property to a Delaware Divided LLC (gother than a Delaware Divided LLC which is a Loan Party) pursuant to a Delaware LLC Division) or for any such single casualty event or (B) as of any date of determination, an amount equal to two percent (2.0%) of the definition thereof, no later than aggregate book value of the earlier total assets of (i) 45 days after the end Borrower and its Subsidiaries determined on a consolidated basis as of each the last day of the most recently ended Fiscal Quarter and (ii) for which financial statements have been delivered for all such asset sales or casualty events from the date of delivery hereof through the Maturity Date, the Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds (subject to the terms of the financial statements described in Section 5.04(bIntercreditor Agreement); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds Borrower shall not be required to prepay the Term Loan Loans with respect to Net Cash Proceeds from (x) sales of assets in the ordinary course of business of the type described in Section 7.6(a) and (b), (y) sales of assets of the types described in Section 7.6(c) and (d) or (z) casualty insurance policies or eminent domain, condemnation or similar proceedings that are, in either case of Section 2.13(a)(y) or (z), reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within one hundred eighty (180) days following receipt thereof or committed to be reinvested pursuant to this Section 2.01(d)a binding contract prior to the expiration of such 180-day period and actually reinvested within three hundred sixty (360) days following receipt thereof, so long as such proceeds are held in accounts at Truist Bank (successor by merger to SunTrust Bank) until reinvested. Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided applied in accordance with Section 2.02(d2.13(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (a) If at any time the unpaid principal balance sum of the Term Loan aggregate principal amount of all Loans outstanding, plus the then current L/C Exposure shall exceed the Maximum Credit Amount (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof"Excess"), no later than the earlier of then (i) 45 days after if the end Excess is less than or equal to the amount of each Fiscal Quarter the Loans, the Borrower shall immediately prepay such Loans in the amount of such Excess; and (ii) if the date Excess exceeds the amount of delivery such Loans, the Borrower shall immediately prepay the Loans in full and cash collateralize the L/C Exposure in the amount of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event remaining Excess after repayment of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior Loans by delivering to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on Administrative Agent cash or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, Cash Equivalents in the amount equal to one hundred percent 105% of such Excess or other security acceptable to the Issuing Bank and the Required Lenders (100%) an "L/C Collateralization Deposit"). Any L/C Collateralization Deposit shall be applied to reimburse the Issuing Bank for the amount of the proceeds (any amounts drawn under Letters of Credit and any Letter of Credit Fees and other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection associated with the collection Letters of such proceedsCredit; provided, in each case payable however, that if after an L/C Collateralization Deposit is made by the Borrower and prior to Persons that are not Affiliates the Commitment Termination Date, no Default or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsis then continuing and the Excess decreases, then the Administrative Agent shall apply the L/C Collateralization Deposit in an amount equal to the amount of the decrease of the Excess as follows: first, to prepay the outstanding obligations under the Note Agreement if the Borrower was required to make such L/C Collateralization Deposit as a direct result of any event described in clauses (c) through (f) of this Section 2.9, and second, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment EventBorrower.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is Within three (3) Business Days following after receipt thereof, the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, Borrower shall make a mandatory prepayment on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), Loans in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the an amount equal to one hundred percent the net proceeds received by the Borrower from (100%i) the sale of a Substantial Portion of its Properties, (ii) the proceeds creation or incurrence of additional Indebtedness (other than with respect to Loans and additional Indebtedness permitted under Section 6.11), or (iii) the sale or issuance of any Prepayment Event equity securities (but in the case of the type set forth in clause (g) any sale or issuance of the definition thereofequity securities, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, prepayment shall be required only to the extent that the net proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in thereof are less than or equal to the aggregate during the applicable Fiscal Year (orprincipal amount of all outstanding Term Loans, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) Acquisition Loans and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Acquisition Term Loan pursuant to this Section 2.01(dLoans). Any such mandatory prepayment made pursuant to clause (i) or (ii) preceding shall be accompanied applied as follows (to the extent of available proceeds): first, to the principal installments payable under Section 2.3.2 with respect to the Term Loans in the inverse order of maturity; then, to the principal installments payable under Section 2.3.3 with respect to the Acquisition Term Loans in the inverse order of maturity; then, to any outstanding Acquisition Loans; and finally, to any outstanding Revolving Loans. Any mandatory prepayment made pursuant to clause (iii) preceding shall be applied as follows (to the extent of available proceeds): first, to the principal installments payable under Section 2.3.2 with respect to the Term Loans in the inverse order of maturity; then, to the principal installments payable under Section 2.3.3 with respect to the Acquisition Term Loans in the inverse order of maturity; and finally, to any outstanding Acquisition Loans. To the extent any mandatory prepayment is applied to the outstanding Revolving Loans, the Aggregate Revolving Credit Commitment shall be permanently reduced by a Prepayment Premium, if anylike amount. Nothing contained in this Section 2.3.4 shall nullify the requirements, as provided set forth in Section 2.02(d). For 6.11 and 6.13, respectively, for consent of the sake of clarity, the foregoing shall not be deemed to be implied consent Required Lenders to any sale by the Borrower of a Substantial Portion of its Properties or other event the creation or occurrence giving rise to a Prepayment Eventincurrence of additional Indebtedness.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Subject Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Calculation Period then ended, minus (B) unless otherwise elected by the Borrower, the aggregate principal amount optionally or voluntarily prepaid, repurchased, redeemed or otherwise retired (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (w) any Initial Term Loan Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any Permitted Senior Secured Debt, (x) with respect to any Prepayment Event of Indebtedness under the type set forth Second Lien Facility (and any Incremental Equivalent Debt (as defined in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described equivalent term in Section 5.04(bany document governing any Second Lien Facility); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020), (y) with respect to any Prepayment Event of Replacement Notes and Replacement Notes (as defined in the type set forth Second Lien Credit Agreement or the equivalent term in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by document governing any Loan PartySecond Lien Facility), and (zz)(1) with respect to any reduction in the outstanding amount of any Initial Term Loans or any other Prepayment Event, on the date Term Loans resulting from any assignment (or purchases) made in accordance with Section 9.05(h) of this Agreement (including on in connection with any date on or prior Dutch Auction, and in the case of Affiliates that are not Restricted Subsidiaries of the Borrower, to the No Call Period End Dateextent contributed or transferred to the Borrower) and/or (2) to the extent permitted by the terms of receipt by any Loan Party this Agreement, the amount of any proceeds from such Prepayment Event reduction in the outstanding amount of any Indebtedness under the Second Lien Facility (and on including any date thereafter on which Incremental Loans or Incremental Equivalent Debt (as each is defined in the Second Lien Credit Agreement or the equivalent term in any other proceeds subject thereto document governing any Second Lien Facility)) resulting from any assignment (or purchases, including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement or the equivalent term in any other document governing any Second Lien Facility) and in the case of Affiliates that are received by any Loan Partynot Restricted Subsidiaries of the Borrower, to the extent contributed or transferred to the Borrower), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment or purchase; provided, that, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party case, with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment EventABL Facility, so long as no Event of Default existsany Incremental Revolving Facility and any Replacement Revolving Facilities, to the extent that the proceeds received accompanied by such Person as a result of such Prepayment Event do not exceed $150,000 permanent reduction in the aggregate during the applicable Fiscal Year (orrelevant commitment, and in the case of any Prepayment Event all such prepayments, repurchases, redemptions or other retirements, to the extent were not financed with the proceeds of the type described in clause (b) of the definition of Prepayment Event resulting from an act of GodLong-Term Funded Indebtedness provided, flood or firefurther, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to that that (I) replace if at the property time that any such prepayment would be required, the Borrower (or assets subject any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with property and/or assets performing the same or similar functions or terms hereof, (II) repairto the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid, replace or reconstruct property the declined amount shall promptly (and or assets damaged by in any event within ten (10) Business Days after the date of such Prepayment Event, such proceeds shall not rejection) be required applied to prepay the Term Loan pursuant to Loans in accordance with the terms hereof (unless such other application is otherwise permitted hereunder) and (III) no prepayment under this Section 2.01(d). Any such prepayment 2.11(b)(i) shall be accompanied by a Prepayment Premium, required if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall amount thereof would not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventexceed $7,500,000.

Mandatory Prepayments. The Borrower shall be (i) Subject to the last paragraph of this Section 5.02(a), on or prior to the fifteenth (15th) Business Day after the date on which the Borrowers are required to deliver the annual financial statements for a fiscal year in accordance with Section 9.01(c), commencing with the fiscal year ending December 31, 2021, the Borrowers shall prepay the unpaid principal balance Loans in an amount equal to: (A) the Applicable ECF Percentage multiplied by the amount of Consolidated Excess Cash Flow (if any) for such fiscal year, minus (B) the sum of all voluntary prepayments of the Loans made during such fiscal year (with, in the case of Term Loans, the amount of such reduction being equal to the face amount of the Term Loan (x) with respect Loans deemed to any Prepayment Event have been prepaid, and in the case of Revolving Credit Loans, to the extent that such voluntary prepayments resulted in corresponding permanent reductions of the type Revolving Credit Commitments) and all payments made to repurchase Term Loans pursuant to Section 13.06(b)(ii)(A) (but only to the extent a pro rata offer was made to all Term Lenders in accordance with the terms thereof and subject to immediate and automatic cancellation of such Loan repurchased) made during such fiscal year, which prepayment shall be applied as set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b5.02(a)(ix); provided, that no such prepayment of Term Loans under this Section 5.02(a)(i) shall be required unless Consolidated Excess Cash Flow for the Fiscal Quarter ending March 31, 2020, (y) with respect such fiscal year is in an aggregate amount greater than or equal to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event $5,000,000 (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partyonly amounts in excess amount shall constitute Consolidated Excess Cash Flow under this Section 5.02(a)(i), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in amounts not otherwise constituting Consolidated Excess Cash Flow hereunder shall increase the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (ba)(ii) of the definition of Prepayment Event“Available Amounts Basket”); provided, so long as no Event of Default existsfurther, that prior to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 required prepayment date set forth in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d5.02(a)(i). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed Administrative Borrower may elect to be implied consent have the prepayments and/or commitment reductions apply to any sale or other event or occurrence giving rise the following fiscal year by notifying the Administrative Agent in writing prior to the date a Prepayment Eventprepayment is required under this clause.

Mandatory Prepayments. The Borrower If (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Company shall cause to be required prepaid an aggregate principal amount of Term Loans equal to prepay (A) 50% of Excess Cash Flow, if any, for the unpaid principal balance fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the Term Loan amount in excess of $5,000,000, minus at the Company’s option, (xB) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier sum of (i) 45 days after the end (x) all voluntary prepayments of each Fiscal Quarter and Term Loans (iior any Credit Agreement Refinancing Indebtedness in respect thereof) the date of delivery of the financial statements described in Section 5.04(b); providedduring such fiscal year (and, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party without duplication of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) deduction with respect to any other Prepayment Eventfiscal year, on at the date (including on any date Company’s option, following the last day of such fiscal year and on or prior to the No Call Period End Datesuch required prepayment date) and (y) voluntary prepayments of receipt by any Loan Party of any proceeds from such Prepayment Event (and other Indebtedness permitted hereunder that is secured on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection a pari passu basis with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause Secured Obligations (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orincluding, in the case of clauses (x) and (y), any Prepayment Event debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of the type described cash payment) and (ii) all voluntary prepayments of Revolving Credit Loans (or any Credit Agreement Refinancing Indebtedness in clause respect thereof) during such fiscal year (band, without duplication of any deduction with respect to any other fiscal year, at the Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments or to the extent drawn to account for any additional OID (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in the case of each of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Yearimmediately preceding clauses (i) and (ii), in each case, to the extent such prepayments are actually applied within 180 days not funded with the proceeds of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment EventIndebtedness.

Mandatory Prepayments. The Borrower Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Company shall cause to be required prepaid an aggregate principal amount of Term Loans equal to prepay (A) 50% of Excess Cash Flow, if any, for the unpaid principal balance fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the Term Loan amount in excess of $5,000,000, minus at the Company’s option, (B) the sum of (i) (x) all voluntary prepayments of Term Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any Prepayment Event other fiscal year, at the Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (y) voluntary prepayments of other Indebtedness permitted hereunder that is secured on a pari passu basis with the Secured Obligations (including, in the case of clauses (x) and (y), any debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of the type set forth cash payment) and (ii) all voluntary prepayments of Revolving Credit Loans (or any Credit Agreement Refinancing Indebtedness in clause respect thereof) during such fiscal year (gand, without duplication of any deduction with respect to any other fiscal year, at the Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments or to the extent drawn to account for any additional OID (or, in each case, any 109 Credit Agreement Refinancing Indebtedness in respect thereof), in the case of each of the immediately preceding clauses (i) and (ii), in each case, to the extent such prepayments are not funded with the proceeds of Indebtedness. Subject to Section 2.05(b)(ii)(B), and any Customary Intercreditor Agreement, if following the Closing Date (x) Company or any Restricted Subsidiary consummates any non-ordinary course sale, transfer or other disposition of property or assets permitted by Section 7.05(a)(ii) and clauses (7) though (28) of the definition thereofof Asset Disposition, no later than or (y) any Casualty Event occurs, which in the earlier aggregate results in the realization or receipt by the Company or such Restricted Subsidiary of Net Available Cash in excess of $5,000,000 (iand then, only to the extent of the amount in excess of $5,000,000) 45 days after in the end case of each Fiscal Quarter and of, a single Asset Disposition or Casualty Event or series of related Asset Dispositions or Casualty Events, the Company shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to such Net Available Cash (iithe “Applicable Proceeds”) the date of delivery of the financial statements described in Section 5.04(b)realized or received; provided, provided that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, pursuant to this Section 2.05(b)(ii)(A) (yI) with respect to any Prepayment Event such portion of such Net Available Cash that the type set forth Company intends to reinvest in clauses (aaccordance with Section 2.05(b)(ii)(B), (bII) and until the aggregate amount of Net Available Cash is reinvested in accordance with Section 2.05(b)(ii)(B) within the time periods set forth therein or (eIII) with respect to such portion of such Net Available Cash that is used to repay Other Applicable Indebtedness as permitted under Section 2.05(b)(ii)(C). With respect to any Applicable Proceeds realized or received with respect to any Asset Disposition (other than any Asset Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the definition thereofCompany, on or before the date Company may (x) reinvest (including on capital expenditures) an amount equal to all or any date on portion of such Applicable Proceeds in (i) Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary) or prior (ii) in any one or more businesses (provided such business will be a Restricted Subsidiary) within twelve (12) months (or one hundred eighty (180) days after the twelve (12) month period following receipt of such Applicable Proceeds if a contractual commitment to reinvest is entered into within twelve (12) months) following receipt of such Applicable Proceeds or (y) such Applicable Proceeds shall be deemed to have been reinvested in assets used or useful in the No Call Period End Datebusiness of the Company or any Restricted Subsidiary (including pursuant to a Permitted Acquisition, Investment or capital expenditure) that is three (3) Business Days following pursuant to any such investment occurring in the 90 days preceding the date of receipt of such Applicable Proceeds; provided that if any Applicable Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any Loan Party such Applicable Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of any proceeds from a notice of reinvestment election, an amount equal to such Prepayment Event Applicable Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05. On each occasion that the Company must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Company shall, within ten (and on or before the date that is three (310) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on after the date (including on any date on of realization or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year Applicable Proceeds (or, in the case of any Prepayment Event prepayments required pursuant to Section 2.05(b)(ii)(B), within ten (10) Business Days of the type described deadline specified in clause (bx) or (y) thereof, as applicable, or of the definition date the Company reasonably determines that such Applicable Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of Prepayment Event resulting from the principal amount of Term Loans in an act amount equal to such Applicable Proceeds realized or received; provided, further, that with respect to any prepayment required by Section 2.05(b)(ii)(A), the Company may use a portion of Godsuch Applicable Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Secured Obligations subject to the priorities applicable to the Priority Payment Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, flood or firein which case, do not exceed $750,000 the amount of prepayment required to be made with 110 respect to such Applicable Proceeds pursuant to this Section 2.05(b)(ii)(C) shall be deemed to be the amount equal to the product of (x) the amount of such Applicable Proceeds required to be repaid by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this Section 2.05(b)(ii)(C) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (for the avoidance of doubt, amounts described in this clause (y) in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days calculation of such receipt fraction shall be deemed to (I) replace the property or assets refer to then outstanding principal amount of such Indebtedness subject to such Prepayment Event prepayment requirement, prior to giving effect to any reduction in the amount thereof as the result of such prepayment) and to the extent that the holders of Other Applicable Indebtedness do not accept such prepayment or repurchase, the amount that would otherwise be used to prepay or repurchase such Other Applicable Indebtedness shall be applied to prepayment of the Term Loans in accordance with property and/or assets performing Section 2.05(b)(v) below. If, following the same Closing Date, Holdings or similar functions any Restricted Subsidiary incurs or issues any (A) Refinancing Term Loans, (B) Refinancing Indebtedness with respect to Indebtedness permitted pursuant to Section 7.03(b)(i) or (IIC) repairIndebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, replace the Company shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100.0% of all Net Available Cash received therefrom (x) in the case of (A) or reconstruct property (B), concurrently with the receipt of such net Available Cash or (y) in the case of (C) on or prior to the date which is one (1) Business Day after the receipt of such Net Available Cash. Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each Class of Term Loans and within each Class of Term Loans, as directed by the Company or, in the case of no direction, first, to the installments thereof pro rata in direct order of maturity for the next four scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and, second, to the remaining installments thereof pro rata; provided that any mandatory prepayment pursuant to Section 2.05 shall be applied on a pro rata basis to each Class of Initial Term Loans and, except to the extent a lesser prepayment is required pursuant to the applicable Incremental Facility Amendment or assets damaged Extension Offer with respect to any applicable Class of Incremental Term Loans or Extended Term Loans, any Incremental Term Loans and Extended Term Loans. Each such prepayment of any Class of Term Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages subject to clause (v) of this Section 2.05(b). The Company shall notify the Term Loan Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Term Loan Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) or (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Term Loan Administrative Agent and the Company no later than 5:00 p.m. three (3) Business Days after the date of such Lender’s receipt of notice from the Term Loan Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Prepayment Lender. If a Lender fails to deliver a Rejection Notice to the Term Loan Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure 111 will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Company (“Retained Declined Proceeds”). Notwithstanding any other provision of this Section 2.05(b), (i) to the extent that any or all of the Net Available Cash of any Asset Disposition by a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Restricted Disposition”), the Net Available Cash of any Casualty Event of a Foreign Subsidiary (a “Restricted Casualty Event”) or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable local law from being distributed or otherwise transferred to the Company, the realization or receipt of the portion of such proceeds Net Available Cash or Excess Cash Flow so affected will not be taken into account in measuring the Company’s obligation to repay Term Loans at the times provided in Section 2.05(b)(i), or the Company shall not be required to prepay make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such distribution or transfer (the Company hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once distribution or transfer of any of such affected Net Available Cash or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Available Cash or Excess Cash Flow permitted to be distributed or transferred (net of additional taxes or tax distributions payable or reserved against as a result thereof) will be promptly (and in any event not later than three (3) Business Days after such distribution or transfer is permitted) taken into account in measuring the Company’s obligation to repay the Term Loan Loans pursuant to this Section 2.01(d2.05(b) to the extent provided herein, and (ii) to the extent that the Company has determined in good faith that repatriation of any or all of the Net Available Cash of any Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow, in each case attributable to Foreign Subsidiaries, would have (x) an adverse tax consequence that is not de minimis (including any withholding tax and taking into account any foreign tax credit or benefit received in connection with such repatriation) or (y) would be material constituent document restrictions (as a result of minority ownership by third parties) and other material agreements (so long as any prohibition is not created in contemplation of such prepayment). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing amount of the Net Available Cash or Excess Cash Flow so affected shall not be deemed taken into account in measuring the Company’s obligation to repay Term Loans pursuant to this Section 2.05(b). Notwithstanding the foregoing, (x) Holdings and its Foreign Subsidiaries will undertake to use commercially reasonable efforts for one year to overcome or eliminate any such restrictions (subject to the considerations above and as determined in the Company’s reasonable business judgment) to make the relevant prepayment and (y) any prepayments required after application of the above provision shall be net of any costs, expenses or Taxes (other than any Taxes already taken into account in the definition of Net Available Cash or Excess Cash Flow, as applicable) incurred (or Restricted Payments in respect of such Taxes paid) by the Company or any of its Affiliates and arising as a result of compliance with immediately preceding clause (x). If for any reason the aggregate Revolving Credit Exposures of all Lenders at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of currency fluctuations or the termination of such Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be implied consent promptly prepaid Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any sale or other event or occurrence giving rise such excess; provided that the Borrower shall not be required to a Prepayment EventCash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Loans, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments.

Mandatory Prepayments. The (i) No later than five Business Days after the date on which the financial statements with respect to each Fiscal Year of the Borrower shall be Agent are required to be delivered pursuant to Section 5.01(c), commencing with the Fiscal Year ending on or about December 31, 2015, the Borrowers shall prepay outstanding Term Loans in an aggregate principal amount equal to (A) 50.0% of Excess Cash Flow for the unpaid principal balance Fiscal Year then ended, minus (B) at the option of the Term Loan Borrowers, (x) (1) the aggregate principal amount of any Term Loans prepaid pursuant to Section 2.11(a) and (2) the aggregate principal amount of any Incremental Equivalent Debt and Refinancing Equivalent Debt (in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with respect the Obligations under Term Loans and Revolving Credit Loans secured on a first lien basis) prepaid pursuant to any Prepayment Event the terms of the type set forth instrument governing or evidencing such Indebtedness (and limited to the discounted amount actually prepaid in clause the case of any such prepayment at less than the par amount thereof) and (gy) the aggregate principal amount of any loans or incremental loans under the ABL Facility prepaid pursuant to Section 2.11 of the ABL Credit Agreement (in the case of any such revolving loans prepaid as described under clauses (x) or (y), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments described under clauses (x) or (y), to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(bBorrowers or their Subsidiaries); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to any prepayment pursuant to this Section 2.11(b)(i) to be made on or after January 1, 2017, (1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Prepayment Event Pro Forma Basis as of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result last day of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orbut without giving effect to the payment required hereby) shall be less than or equal to 3.50 to 1.00, in the case of any Prepayment Event of the type described in clause but greater than 2.50 to 1.00 and (b2) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment payment required hereby) shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed less than or equal to be implied consent 2.50 to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The Borrower shall be required (i) Subject to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofSection 2.11(b)(vii), no later than the earlier of (i) 45 days fifth Business Day after the end of each Fiscal Quarter and (ii) the date of delivery of on which the financial statements described with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrower shall prepay the outstanding principal amount of Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 5.04(b); provided, that no such prepayment shall be required 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Fiscal Quarter ending March 31Excess Cash Flow Period then ended, 2020minus (B) at the option of the Borrower, (x) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any First Lien Obligation pursuant to Section 2.11(a) of the First Lien Credit Agreement (or, with respect to any First Lien Obligation other than any Loan (as defined in the First Lien Credit Agreement), the corresponding provision of the documentation governing any other First Lien Obligation) prior to such date, (y) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any Second Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any Prepayment Event Second Lien Debt other than any Loan, the corresponding provision of the type set forth in clauses (a), (bdocumentation governing any other Second Lien Debt) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the such date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) (1) the amount of any reduction in the outstanding amount of any First Lien Obligation resulting from any assignment permitted or not restricted by this Agreement (including in connection with respect to any Dutch Auction (as defined in the First Lien Credit Agreement) (or the equivalent term in the documentation governing any other Prepayment Event, on First Lien Obligation) and/or (2) the date amount of any reduction in the outstanding amount of any Second Lien Debt that is permitted under this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from date such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)payment is due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of “Revolving Loans” (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility), to Persons the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that are such prepayments were not Affiliates financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Borrower or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Eventits Restricted Subsidiaries); provided that with respect no prepayment under this Section 2.11(b) shall be required unless and to a Prepayment Event the extent that the amount thereof exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Second Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment EventAmount, so long as no Event then the Borrower may apply such portion of Default existsthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the extent that Other Applicable Indebtedness shall not exceed the proceeds received by such Person as a result amount of such ECF Prepayment Event do not exceed $150,000 Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Loans in accordance with the aggregate during terms hereof) to the applicable Fiscal Year (or, in the case of any Prepayment Event prepayment of the type described in clause (b) Loans and to the prepayment of the definition relevant Other Applicable Indebtedness, and the amount of Prepayment Event resulting from an act prepayment of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be Loans that would have otherwise been required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment 2.11(b)(i) shall be accompanied by a Prepayment Premiumreduced accordingly; provided, if anyfurther, as provided in Section 2.02(d). For that to the sake extent the holders of clarityOther Applicable Indebtedness decline to have such Indebtedness prepaid, the foregoing declined amount shall not promptly (and in any event within ten Business Days after the date of such rejection) be deemed applied to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventprepay the Loans in accordance with the terms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance (a) (i) Any Net Available Cash from any voluntary prepayments of the Term Loan (x) with respect Pari Passu Indebtedness pursuant to any Prepayment Event of equivalent voluntary Asset Dispositions that is not applied or invested or committed to be applied or invested as prepayment provision in the type set forth documentation governing such other Pari Passu Indebtedness (and in clause (gprovided in Section 4.08(b) of Annex I the definition thereofcase of any revolving indebtedness, no later than solely to the earlier extent the corresponding commitments are permanently reduced); (ii) the amount of any reductions in the outstanding principal amount of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on On or prior to the No Call Period End Date) that is three 366th day (3) Business Days following or the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or546th day, in the case of any Prepayment Event Net any Loans and Pari Passu Indebtedness (and in the case of any revolving indebtedness, solely to Available Cash committed to be used pursuant to a definitive binding agreement or the extent the corresponding commitments are permanently reduced), in each case resulting from commitment approved by the Board of Directors of the type described Borrower pursuant to clauses (2) any assignments made in clause accordance with Section 9.04(k) or (bl) (or any equivalent provision in or (3) of Section 4.08(b) of Annex I hereof) after the later of (A) the date of such Asset the documentation governing such other Pari Passu Indebtedness) made or effected during such Disposition and (B) the receipt of such Net Available Cash, if the aggregate amount of fiscal year and on or after the end of such fiscal year but prior to the ECF Prepayment Date (the Excess Proceeds exceeds $50 million, the Borrower shall (1) deliver a notice of Applicable ECF Deduct Period (A) the amount of any Permitted Investment made in cash prepayment to the Administrative Agent in accordance with Section 2.13(f) and (2) to (other than any Permitted Investments pursuant to clauses (c), (e) and (k) of the definition thereof) the extent the Borrower elects, or the Borrower or a Guarantor is required by the terms and any Restricted Payment made in cash pursuant to Section 4.05 of Prepayment Event resulting from an act Article IV in Annex I hereof, of Godother outstanding Pari Passu Indebtedness, flood deliver a notice of prepayment or firein each case, do not exceed $750,000 that are made during such Applicable ECF Deduct Period by the Borrower or, in the redemption, or make an offer, to all holders of such other outstanding Pari Passu case of Permitted Investments, the Borrower or any Restricted Subsidiary thereof with Internally Indebtedness, in each case, to prepay or purchase the maximum principal amount of Generated Cash and (B) the aggregate amount of Permitted Expenditures to the extent expected to Term Loans and any such Pari Passu Indebtedness to which such notice or offer apply be consummated or made, as applicable, during the applicable Fiscal Yearperiod of four consecutive fiscal quarters of that may be prepaid or purchased out of the Excess Proceeds, on a pro rata basis, the Borrower following the end of such fiscal year for which the Excess Cash Flow is being calculated in accordance with Section 2.13(g). calculated, and expected in good faith to be financed with Internally Generated Cash; provided that to the extent that the aggregate amount of Permitted Expenditures financed with Internally (ii) The Borrower shall (x) in the case of Term Loans, no earlier than twenty Generated Cash and paid in cash during such following period of four consecutive fiscal quarters (20) days and no later than thirty-five (35) days following the notice referred to in is less than the aggregate amount of Planned Expenditures expected to be financed with Internally Section 2.13(a)(ii)(B)(1) above and subject to Section 2.13(g) and are actually applied within 180 days (y) in the case of any Generated Cash, the amount of such receipt shortfall shall be added to (I) replace the property or assets ECF Payment Amount at the Pari Passu Indebtedness, within the time periods required by such Pari Passu end of such following period of four consecutive fiscal quarters; provided that, in each case, such Indebtedness and subject to any provisions under any agreement or governing such Prepayment Event Pari prepayments are not funded with property and/or assets performing the same proceeds of long-term Indebtedness (other than revolving Passu Indebtedness that are analogous to Section 2.13(g), prepay or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay purchase the Term Loan ECF Payment Amount Loans and such Pari Passu Indebtedness in accordance with such notice or offer at an Loans pursuant to this Section 2.01(d). Any such prepayment 2.13(b) in respect of any fiscal year shall only be accompanied by a Prepayment Premium, if any, as provided required in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.76 77 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (xa) with respect to any Prepayment Event of the type set forth in clause (gi) of the definition thereof, no later than Within five (5) Business Days after the earlier of (ix) 45 90 days after the end of each Fiscal Quarter Excess Cash Flow Period and (iiy) the date of delivery of the on which financial statements described have been delivered pursuant to Section 6.01(a) (commencing with the Excess Cash Flow Period ended December 31, 2019) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in Section 5.04(b); providedan amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, that no such prepayment shall be required if any, for the Fiscal Quarter ending March 31, 2020, Excess Cash Flow Period covered or required to have been covered by such financial statements minus (yB) with respect the sum of (1) all voluntary prepayments of principal of Term Loans (including the amount of cash used to any Prepayment Event of the type set forth in clauses (amake all debt buybacks and repurchases pursuant to Section 10.04(k), (b) and (e2) all voluntary prepayments of loans under the definition thereof, on or before the date (including on any date on or prior ABL Facility during such fiscal year to the No Call Period End Date) that is three (3) Business Days following extent accompanied by a corresponding permanent reduction in the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before commitments under the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the BorrowerABL Facility and, in the amount equal to one hundred percent (100%) case of each of the proceeds immediately preceding clauses (other than with respect to any Prepayment Event of the type set forth in clause 1) and (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists2), to the extent such prepayments are funded with Internally Generated Cash; provided that, the amount of prepayment required under this Section 2.13(a)(i) shall be reduced to the extent (but only to the extent) that (x) after giving effect to such prepayment, the proceeds received by sum of (a) the maximum aggregate amount available to be drawn under the ABL Credit Agreement that would not result in a Financial Covenant Trigger Period under the ABL Facility (or any similar term under any replacement ABL Facility) plus (b) the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries (other than any cash or Cash Equivalents appearing on the consolidated balance sheet of the Borrower as “restricted” (or with a like designation)) would be less than $200,000,000 and (y) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying as to the foregoing. Notwithstanding anything to the contrary contained herein, the Borrower shall not be obligated to make any such Person prepayments described in this Section 2.13(a)(i) (and no Default or Event of Default shall arise as a result of such Prepayment Event do not exceed $150,000 in nonpayment) to the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event extent such payment would otherwise constitute a violation or breach of the type described ABL Credit Agreement in clause respect of minimum liquidity requirements (b) of as in effect on the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 date hereof in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days respect of such receipt restriction, or as otherwise modified, supplemented or amended in a manner not adverse to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(dLenders). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth (5th) Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Borrower shall prepay the outstanding principal amount of Subject Loans in accordance with clause (gvi) of this Section 2.11(b) below in an aggregate principal amount (the definition thereof“ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Calculation Period then ended, no later than minus (B) $15,000,000 minus (C) unless otherwise elected by the earlier Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (i1) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in any Initial Term Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a2.11(a), (b) any ABL Loans and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Permitted Senior Secured Debt, and (z2) with respect to any other Prepayment EventReplacement Notes, on based upon the date (including on any date on or prior to the No Call Period End Date) actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment or purchase, except, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existscase, to the extent that financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the proceeds received ABL Facility, any Incremental Revolving Facility and any Replacement Revolving Facility, to the extent accompanied by such Person as a result of such Prepayment Event do not exceed $150,000 permanent reduction in the aggregate relevant commitment, minus (D) all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the applicable Fiscal Year (oroption of the Borrower, in the case of any Prepayment Event Calculation Period, any Cash payments in respect of any such capital expenditures made prior to the date of the type described Excess Cash Flow payment in clause respect of such Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (bE) Cash payments made during such Calculation Period (or, at the option of the definition Borrower (in its sole discretion), made after such Calculation Period and prior to the date of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal YearExcess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries), except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Restricted Payments made under Sections 6.04(a)(i), (ii), (iv), (v), (viii)(B), (x), (xi), (xiii) and are actually applied within 180 days of such receipt to (xv). Notwithstanding the foregoing, (I) replace if at the property time that any such prepayment would be required, the Borrower (or assets subject any other Restricted Subsidiary of the Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with property and/or assets performing the same or similar functions or terms hereof and (II) repairto the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, replace or reconstruct property the declined amount shall promptly (and or assets damaged by in any event within ten (10) Business Days after the date of such Prepayment Event, such proceeds shall not rejection) be required applied to prepay the Term Loan pursuant to this Section 2.01(dLoans in accordance with the terms hereof (unless such other application is otherwise permitted hereunder). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required (i) Subject to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofSection 2.10(b)(ix), no later than the earlier of (i) 45 days fifth Business Day after the end of each Fiscal Quarter and (ii) the date of delivery of on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on September 30, 2019, the Borrower shall prepay the outstanding Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% (such percentage, as it may be reduced as described in Section 5.04(b); providedbelow, that no such prepayment shall be required the “ECF Percentage”) of Excess Cash Flow for the Fiscal Quarter ending March 31Year then ended, 2020minus (B) at the option of the Borrower, (yw) with respect the aggregate principal amount of any Term Loans or Additional Term Loans prepaid pursuant to any Prepayment Event of the type set forth in clauses (aSection 2.10(a), (b) and (e) and/or prepayments of other Indebtedness secured by Liens on the definition thereofCollateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Loans, on or before the date (including on any date on or in each case, prior to the No Call Period End Datemaking of such Excess Cash Flow payment, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) that is three in the prior Fiscal Year (3) Business Days following in the date of receipt by any Loan Party case of any proceeds from such Prepayment Event (and on or before revolving loans prepaid, to the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received extent accompanied by any Loan Party)a permanent reduction in the relevant commitment, and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) case of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of all such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year long-term Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition Borrower or its Subsidiaries), (x) purchases of Prepayment Event resulting from an act Term Loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of Godthis Agreement (or any equivalent provisions in any Refinancing Indebtedness) and purchases of first lien term loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of the First Lien Term Loan Agreement (or any equivalent provision in any First Lien Facility), flood or firein each case, do not exceed $750,000 limited to the aggregate amount actually paid in Cash and/or any actual reductions in the aggregate during Term Loans pursuant to the applicable Fiscal Year) and are actually applied within 180 days application of such receipt any “yank-a-bank” provisions or reductions in first lien term loans pursuant to (I) replace similar provisions of the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the First Lien Term Loan pursuant Agreement (or any equivalent provision in any First Lien Facility), but excluding (1) all other prepayments of Term Loans and (2) all repayments of any revolving credit facility or arrangements (except to this Section 2.01(dthe extent there is an equivalent permanent reduction in commitments thereunder). Any ) made during such prepayment shall be accompanied by a Prepayment Premiumperiod, if anyexcept, as provided in Section 2.02(deach case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.,

Mandatory Prepayments. The (i)No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Administrative Borrower shall be are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrowers shall prepay the unpaid outstanding principal balance amount of Subject Loans that are Term B Loans in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Administrative Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Administrative Borrower, (x) with respect to the aggregate principal amount of (I) any Prepayment Event Term Loan and/or any Revolving Loan (and in the case of the type set forth in clause (g) Revolving Loans, to the extent such prepayment is accompanied by a permanent reduction of the definition thereof, no later than the earlier of (iapplicable Revolving Credit Commitment) 45 days after the end of each Fiscal Quarter prepaid pursuant to Section 2.11(a) prior to such date and (iiII) the any Incremental Equivalent Debt and/or Replacement Debt voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, and (y) the amount of any reduction in the outstanding principal amount of any Term Loan resulting from any purchase or assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(f) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or Dutch Auction) prior to the No Call Period End Date) that date such payment is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) y), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection relevant purchase or assignment and excluding any such optional prepayment, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant Revolving Credit Commitment, and in the case of all such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year other long term funded Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition Administrative Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent that the amount thereof exceeds $30,000,000; provided, further, that if at the time that any such prepayment would be required, the Administrative Borrower (or any Restricted Subsidiary of the Administrative Borrower) is also required to prepay, repay or repurchase or offer to repurchase any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event resulting from an act Amount, then the Administrative Borrower may apply such portion of Godthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, flood or fire, do that the portion of such ECF Prepayment Amount allocated to such Other Applicable Indebtedness shall not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days amount of such receipt ECF Prepayment Amount required to (I) replace the property or assets subject be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Event Amount shall be allocated to the Term B Loans in accordance with property and/or assets performing the same or similar functions or terms hereof) to the prepayment of the Term B Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of such Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (IIand in any event within ten Business Days after the date of such rejection) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided B Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days Within seven (7) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% of the amount equal to Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) all voluntary prepayments (including pursuant to debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof) of Term Loans (but excluding any voluntary prepayments financed the proceeds of an incurrence or issuance of other Indebtedness of the Borrower or its Subsidiaries) prior to the making of such Excess Cash Flow payment (including payments made after the end of each Fiscal Quarter and the fiscal year covered by the relevant financial statements); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than $2,500,000. (ii) (A) If following the date Closing Date (x) the Borrower or any Restricted Subsidiary Disposes of delivery any property or assets (other than any Disposition of (I) any Specified Property (whether such Disposition is direct or indirect) or (II) any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the financial statements described extent constituting a Disposition to a Loan Party), (e), (f), (g), (i), (j), (m), (n) and (p)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 5.04(b2.03(b)(ii)(F), of an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds realized or received; provided, provided that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, pursuant to this Section 2.03(b)(ii)(A) (yI) with respect to any Prepayment Event such portion of such Net Cash Proceeds that the type set forth in clauses (a)Borrower shall have, (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)date, and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior given written notice to the No Call Period End DateAdministrative Agent of its intent to reinvest in accordance with Section 2.03(b)(ii)(B) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property until the aggregate amount of Net Cash Proceeds not reinvested in accordance with Section 2.03(b)(ii)(B) within the time periods set forth therein and or assets damaged by not previously applied to such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such a prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to exceeds $1,000,000 for any sale or other event or occurrence giving rise to a Prepayment Event.-64-

Mandatory Prepayments. The (a) Without limiting the requirements of Section 7.5 hereof regarding the consent of Majority Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the cash proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be used in the business of Restricted Persons) by any Restricted Person (other than a sale of property permitted under Section 7.5 hereof) shall be placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and maintained therein for a period of ninety (90) days following the date of receipt thereof in cash (in this Section 2.7(a) referred to as the "Collateral Period"). If any consideration consists of an instrument or security, the Collateral Period shall, with respect to each amount of cash received in respect thereof, continue until ninety (90) days following such Restricted Person's receipt of such cash unless, pursuant to the following sentence, an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by Borrower. During each Collateral Period, Borrower may propose to invest such proceeds in other property subject to the approval of Majority Lenders, and shall thereafter invest such proceeds in such property so approved by Majority Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority Lenders, any such proceeds which have not been so invested by Borrower shall be required applied pro rata to prepay the unpaid reduction of the outstanding principal balance of the Term Loan (x) with respect to any Prepayment Event of Loans and the type set forth in clause (g) of Revolver Loans at such time, and the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment Revolver Commitment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt reduced by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the an amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, prepayment applied to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay Revolver Loans. Any prepayment on the Term Loan Loans made pursuant to this Section 2.01(d). Any such prepayment 2.7(a) before the first anniversary of the initial advance of the Term Loans shall be accompanied by a subject to the payment of the Prepayment Premium, if any, as provided Premium specified in Section 2.02(d2.6(b). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (1) No later than the unpaid principal balance of fifth (5th) Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Borrower shall prepay the outstanding principal amount of Subject Loans in accordance with clause (gvi) of this Section 2.11(b) below in an aggregate principal amount (the definition thereof“ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Calculation Period then ended, no later than minus (B) $10.0 million minus (C) unless otherwise elected by the earlier Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (i1) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in any Initial Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a2.11(a), (b) any ABL Loans and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Permitted Senior Secured Debt, and (z2) with respect to any other Prepayment EventReplacement Notes, on based upon the date (including on any date on or prior to the No Call Period End Date) actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment or purchase, except, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existscase, to the extent that financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the proceeds received ABL Facility, the Initial Delayed Draw Term Facility, any Incremental Revolving Facility and any Replacement Revolving Facility, to the extent accompanied by such Person as a result of such Prepayment Event do not exceed $150,000 permanent reduction in the aggregate relevant commitment, minus (D) all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the applicable Fiscal Year (oroption of the Borrower, in the case of any Prepayment Event Calculation Period, any Cash payments in respect of any such capital expenditures made prior to the date of the type described Excess Cash Flow payment in clause respect of such Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (bE) Cash payments made during such Calculation Period (or, at the option of the definition Borrower (in its sole discretion), made after such Calculation Period and prior to the date of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal YearExcess Cash Flow payment) in respect of Permitted Acquisitions and are actually applied within 180 days other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of such receipt its Restricted Subsidiaries), except, in each case, to the extent financed with Long-Term Funded Indebtedness. Notwithstanding the foregoing, (I) replace if at the property time that any such prepayment would be required, the Borrower (or assets subject any other Restricted Subsidiary of the Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with property and/or assets performing the same or similar functions or terms hereof and (II) repairto the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, replace or reconstruct property the declined amount shall promptly (and or assets damaged by in any event within ten (10) Business Days after the date of such Prepayment Event, such proceeds shall not rejection) be required applied to prepay the Term Loan pursuant to this Section 2.01(dLoans in accordance with the terms hereof (unless such other application is otherwise permitted hereunder). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The (i) No later than the 10th Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2021, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (1) the aggregate principal amount of any Term Loan Loans and/or Revolving Loans prepaid pursuant to Section 2.10(a) during such Fiscal Year or after such Fiscal Year and prior to such prepayment date, (2) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) (including in connection with any Dutch Auction) during such Fiscal Year or after such Fiscal Year and prior to such prepayment date and (3) the aggregate principal amount of Other First Lien Indebtedness voluntarily prepaid, repurchased, redeemed or otherwise discharged during such Fiscal Year or after such Fiscal Year and prior to such prepayment date, in each case under this clause (B), (x) excluding any such prepayment, assignment, repurchase, redemption or other discharge made during such period to the extent that it reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year or is financed with respect to any Prepayment Event the proceeds of the type set forth in clause long-term Indebtedness (gother than revolving Indebtedness) of the definition thereofBorrower or its Restricted Subsidiaries, no later than (y) only to the earlier extent of (i) 45 days after the end actual amount of each Fiscal Quarter Cash paid by the Borrower and its Restricted Subsidiaries in connection with the relevant prepayment, assignment, repurchase, redemption or other discharge and (iiz) in the date case of delivery any prepayment of Revolving Loans or any Other First Lien Indebtedness in the financial statements described form of revolving loans, only to the extent accompanied by a permanent reduction in Section 5.04(b)the relevant revolving credit commitment; provided, that no such prepayment under this Section 2.10(b)(i) shall be required for unless the Fiscal Quarter ending March 31, 2020, (y) with respect ECF Prepayment Amount would exceed $3,000,000 and then only to any Prepayment Event the extent of the type set forth in clauses (aamount of such excess; provided, further, that if at the time that any prepayment would be required under this Section 2.10(b)(i), the Borrower or any of its Restricted Subsidiaries is required to prepay or repurchase (bor offer to prepay or repurchase) and (e) any Other First Lien Indebtedness with any portion of the definition ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other First Lien Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other First Lien Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other First Lien Indebtedness pursuant to the terms thereof, on or before and the date (including on any date on or prior remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the No Call Period End DateTerm Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of the relevant Other First Lien Indebtedness, and the amount of the prepayment of the Term Loans that is three would have otherwise been required pursuant to this Section 2.10(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of the Other First Lien Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (3) and in any event no later than the 10th Business Days following Day after the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3rejection) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually be applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance make prepayments of the outstanding amount of Term Loan One and Term Loan Two (xin addition to the scheduled principal installments) with respect upon not less than one Business Day's prior notice to any Prepayment Event the Agent, in amounts equal to either or both of the type set forth in clause (g) of the definition thereof, no later than the earlier of following: (i) 45 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, minus the aggregate principal amount of all voluntary prepayments of Term Loan One and Term Loan Two made during such fiscal year; and (ii) 100% of the Net Sales Proceeds received by the Borrower or any Subsidiary from Asset Sales permitted by this Agreement or (if not permitted by this Agreement) consented to by the Agent and the Required Lenders. In the case of clause (i), the prepayment shall be made within 10 days after the Agent's receipt of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each Fiscal Quarter and (ii) the date of delivery fiscal year of the financial statements described in Section 5.04(b)Borrower; provided, provided that no such prepayment based on the Excess Cash Flow of the Borrower for any fiscal year shall be required for if the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event Leverage Ratio as of the type set forth in clauses (a), (b) and (e) end of the definition thereof, on such fiscal year is less than or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect 3.00 to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in 1.00. In the case of any Prepayment Event clause (ii), the prepayment shall be made not later than 30 days after the consummation of the type described in clause (b) Asset Sale. If such prepayment constitutes a repayment of a Eurodollar Advance on a date which is not the definition last day of Prepayment Event resulting from an act of Goda Eurodollar Interest Period, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds Borrower shall not be required to prepay pay any amounts that would otherwise be due under this Agreement (including without limitation, Section 3.4) for the Term Loan pursuant repayment of a Eurodollar Rate Advance prior to this Section 2.01(d)the last day of the Eurodollar Interest Period. Any such mandatory prepayment shall be accompanied by a Prepayment Premiumapplied to the principal installments payable on Term Loan One in the inverse order of maturity; once Term Loan One is repaid in full, if any, as provided any such mandatory prepayment shall be applied to the principal installments payable on Term Loan Two in Section 2.02(d). For the sake inverse order of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventmaturity.

Mandatory Prepayments. The Borrower shall be required to prepay xxxx.Xx later than the unpaid principal balance of fifth (5th) Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Borrower shall prepay the outstanding principal amount of Subject Loans in accordance with clause (gvi) of this Section 2.11(b) below in an aggregate principal amount (the definition thereof“ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Calculation Period then ended, no later than minus (B) $15,000,000 minus (C) unless otherwise elected by the earlier Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (i1) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in any Initial Term Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a2.11(a), (b) any ABL Loans and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Permitted Senior Secured Debt, and (z2) with respect to any other Prepayment EventReplacement Notes, on based upon the date (including on any date on or prior to the No Call Period End Date) actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment or purchase, except, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existscase, to the extent that financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the proceeds received ABL Facility, any Incremental Revolving Facility and any Replacement Revolving Facility, to the extent accompanied by such Person as a result of such Prepayment Event do not exceed $150,000 permanent reduction in the aggregate relevant commitment, minus (D) all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the applicable Fiscal Year (oroption of the Borrower, in the case of any Prepayment Event Calculation Period, any Cash payments in respect of any such capital expenditures made prior to the date of the type described Excess Cash Flow payment in clause respect of such Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (bE) Cash payments made during such Calculation Period (or, at the option of the definition Borrower (in its sole discretion), made after such Calculation Period and prior to the date of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal YearExcess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries), except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Restricted Payments made under Sections 6.04(a)(i), (ii), (iv), (v), (viii)(B), (x), (xi), (xiii) and are actually applied within 180 days of such receipt to (xv). Notwithstanding the foregoing, (I) replace if at the property time that any such prepayment would be required, the Borrower (or assets subject any other Restricted Subsidiary of the Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with property and/or assets performing the same or similar functions or terms hereof and (II) repairto the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, replace or reconstruct property the declined amount shall promptly (and or assets damaged by in any event within ten (10) Business Days after the date of such Prepayment Event, such proceeds shall not rejection) be required applied to prepay the Term Loan pursuant to this Section 2.01(dLoans in accordance with the terms hereof (unless such other application is otherwise permitted hereunder). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay If at any time the unpaid principal balance sum of the Term Loan (x) with respect to any Prepayment Event outstanding balances of the type set forth in clause (g) of Revolving Loan and the definition thereof, no later than Swing Line Loan exceeds the earlier lesser of (iA) 45 days after the end of each Fiscal Quarter Maximum Amount and (iiB) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)Borrowing Base, in each case without (for (A) and (B)) less the Minimum Excess Availability, Borrower shall immediately repay the aggregate outstanding Tranche A Revolving Credit Advances to the extent required to eliminate such excess. If any demand such excess remains after repayment in full of the aggregate outstanding Tranche A Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If any such excess remains after so cash collateralizing the Letter of Credit Obligations, Borrower shall repay the aggregate outstanding Tranche B Credit Advances to the extent required to eliminate such excess and the Tranche B Loan Commitments shall automatically be correspondingly permanently reduced. Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) shall be repaid only on demand. Immediately upon receipt by any Credit Party of cash proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Sections 6.8(a) or notice from the Agent, Lenders 6.8(b)) or any other Personsale of Stock of any Subsidiary of any Credit Party, all of which is hereby expressly waived by Borrower shall prepay the Borrower, Loans in the an amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofall such proceeds, net of documented (A) commissions and other reasonable out-of-pocket costs and customary transaction costs, fees and expenses incurred properly attributable to such transaction and payable by Borrower in connection with the collection of such proceeds, therewith (in each case case, paid to non- Affiliates), (B) transfer taxes, (C) amounts payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event holders of the type described in clause senior Liens (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in the aggregate during the applicable Fiscal Year (or, accordance with GAAP in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d)connection therewith. Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided applied in accordance with Section 2.02(d1.3(c). For If Borrower issues Stock, no later than the sake Business Day following the date of clarityreceipt of any cash proceeds thereof, Borrower shall prepay the foregoing Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventapplied in accordance with Section 1.3(c).

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any First Lien Debt pursuant to Section 2.11(a) of this Agreement (or, with respect to any Prepayment Event First Lien Debt other than any Loan, the corresponding provision of the type set forth in clause (gdocumentation governing any other First Lien Debt) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no prior to such prepayment shall be required for the Fiscal Quarter ending March 31, 2020date, (y) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any Second Lien Debt pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or, with respect to any Prepayment Event Second Lien Debt other than any Loan (as defined in the Second Lien Credit Agreement), the corresponding provision of the type set forth in clauses documentation governing any other Second Lien Debt) (a)to the extent the relevant voluntary prepayment, (brepurchase, redemption or other retirement is permitted by the terms of this Agreement) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the such date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) (1) the amount of any reduction in the outstanding amount of any First Lien Debt resulting from any assignment permitted or not restricted by this Agreement (including in connection with respect any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any Second Lien Debt that is permitted under this Agreement Table of Contents (including in connection with any Dutch Auction (as defined in the Second Lien Credit) Agreement (or the equivalent term in the documentation governing any other Prepayment Event, on the date (including on any date on or Second Lien Debt)) prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from date such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)payment is due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans, to Persons the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that are such prepayments were not Affiliates financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Borrower or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Eventits Restricted Subsidiaries); provided that with respect no prepayment under this Section 2.11(b) shall be required unless and to a Prepayment Event the extent that the amount thereof exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment EventAmount, so long as no Event then the Borrower may apply such portion of Default existsthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent that the proceeds received by holders of Other Applicable Indebtedness decline to have such Person as a result Indebtedness prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (brejection) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually be applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) 50% of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower, the aggregate principal amount of (x) with respect any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter prior to such date and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or Dutch Auction) prior to such date and based upon the No Call Period End Date) that is three (3) Business Days following the date actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans and/or Additional Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that (1) (I) such Person percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as a result of such Prepayment Event do not exceed $150,000 in the aggregate during last day of the applicable relevant Fiscal Year (orbut without giving effect to the payment required hereby) is less than or equal to 3.75 to 1.00, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) but greater than 3.25 to 1.00 and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to prepay the Term Loan pursuant payment required hereby) is less than or equal to 3.25 to 1.00 and (2) no prepayment under this Section 2.01(d). Any such prepayment 2.11(b) shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For required to the sake of clarity, extent that the foregoing shall amount thereof would not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventexceed $5,000,000.

Mandatory Prepayments. The (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be required prepaid an aggregate principal amount of Term Loans equal to prepay (A) 50% (such percentage as it may be reduced as described below, the unpaid principal balance “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) at the option of the Borrower (i) the amount of any voluntary prepayments of the Term Loan Loans, Permitted Alternative Incremental Facilities Debt and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Term Loans, voluntary prepayments of ABL Loans and any incremental ABL Loans to the extent the commitments thereunder are permanently reduced by the amount of such payments, in each case, prior to the making of such Excess Cash Flow payment (xincluding in connection with debt buybacks made by the Borrower, Holdings or any Restricted Subsidiary in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 10.07(j) and/or otherwise, and/or application of any “yank-a-bank” provisions in Section 3.07), excluding any such optional prepayments made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) (and in the case of all such prepayments, to the extent that such prepayments were not financed with respect to any Prepayment Event the proceeds of the type set forth in clause long-term Indebtedness (gother than revolving Indebtedness) of the definition thereofBorrower or its Restricted Subsidiaries), no later than (ii) the earlier of (i) 45 days aggregate principal amount paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or applicable fiscal year but prior to the No Call Period End Date) making of the Excess Cash Flow payment required for such fiscal year that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect would otherwise be permitted to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice be deducted from the Agent, Lenders or any other Person, all calculation of which is hereby expressly waived by the Borrower, in the amount equal Excess Cash Flow pursuant to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Eventthereof had such amount been paid, so long as no Event of Default existsincreased, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year fiscal year (orin each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior fiscal year) and (iii) in each case without duplication of any such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the aggregate amount of clauses (b)(ii), (vi), (vii) and (xi) (in the case of any Prepayment Event of the type described in clause (bxi), other than in respect of Restricted Payments) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.of

Mandatory Prepayments. The Borrower (A) Prepayments in respect of Asset Dispositions. Mandatory -------------------------------------------- prepayments made under subsection (b)(ii)(A) in respect of Approved Asset Dispositions shall be required applied first to prepay the unpaid principal balance of Bridge Loan until paid in full, and thereafter, ratably to the Tranche A Term Loan and the Tranche B Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from ratably to the Agentremaining principal amortization installments thereof) until paid in full, Lenders or any other Personand thereafter, all of which is hereby expressly waived by to the Borrower, Revolving Obligations (with a corresponding permanent reduction in the Revolving Committed Amount in an amount equal to one hundred percent all amounts applied to the Revolving Obligations pursuant to this Section 3.3(c)(ii)(A)). Mandatory prepayments made under subsection (100%b)(ii)(B) in respect of other asset dispositions shall be applied first to the proceeds Bridge Loan until paid in full, then the next $150 million in Net Proceeds shall be applied ratably to the Tranche A Term Loan and the Tranche B Term Loan (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, ratably to the extent that remaining principal amortization installments thereof), or until paid in full, and thereafter ratably to the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year remaining Obligations hereunder (orbased, in the case of any Prepayment Event of the type described in clause (b) of Revolving Obligations, on the definition of Prepayment Event resulting from an act of GodRevolving Commitments, flood or fire, do not exceed $750,000 and with a corresponding permanent reduction in the aggregate during Revolving Committed Amount in an amount equal to all such amounts applied to the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan Revolving Obligations pursuant to this Section 2.01(d3.3(c)(ii)(A)). Any such prepayment Within the parameters of the applications set forth above, mandatory prepayments shall be accompanied by a Prepayment Premium, if any, as provided applied first to Base Rate Loans and then to Eurodollar Loans and Quoted Rate Swingline Loans in Section 2.02(d). For the sake direct order of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.Interest Period maturities

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is Within three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event Net Cash Proceeds exceeding (and on or before the date that is three v) $1,500,000 (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to assets in Core States) or (w) $5,000,000 (with respect assets in states other than Core States), in each case, individually or in the aggregate during any other Prepayment Event, on the date (including on any date on calendar year from one or prior to the No Call Period End Date) of receipt more voluntary or involuntary Dispositions by any Loan Party of property or assets (including the Specified Disposition and all Permitted Dispositions that pursuant to the definition of Permitted Dispositions requires application under this Section 2.3(f)) but excluding the Net Cash Proceeds resulting from (A) the sale of Inventory in the ordinary course of business of the Loan Parties, (B) the sale of Excluded Property, (C) sale and leaseback transactions permitted under Section 7.15 herein, (D) Dispositions made pursuant to subsection (u) of the definition of Permitted Dispositions, (E) any proceeds from such Prepayment Event public or private sale of Stock of the Borrower, (F) the conversion of Cash Equivalents and on any date thereafter on which any other proceeds subject thereto are received by publicly-traded Stock (including without limitation mutual fund securities and publicly traded securities) into cash, (G) legal awards or settlements in favor of any Loan Party), in each case without any demand Party arising from or notice from relating to the Agent, Lenders matters set forth on Schedule 2.3(f) or any other Personlegal award or settlement that is individually less than one million Dollars ($1,000,000), all of which is hereby expressly waived by and (H) Tax refunds, rebates and credits paid in cash from a Governmental Authority to a Loan Party (including without limitation refunds received pursuant to Employee Retention Credit proceeds and the Borrowerfactoring thereof, if any), the Borrower shall prepay the Outstanding Amount in the accordance with Section 2.3(h) in an amount equal to one hundred percent (100%) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof); provided, however, the proceeds principal amount of the Outstanding Amount required to be prepaid from such Net Cash Proceeds pursuant to the foregoing shall be limited to an amount such that the sum of (other than I) such prepayment of Outstanding Amount and (II) the amount of any Exit Premium or Make-Whole Amount due in connection with such prepayment, does not exceed the total amount of such Net Cash Proceeds received in connection with such Disposition; and provided, further, that, with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party Disposition with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described assets in clause (b) of the definition of Prepayment Eventstates other than Core States, so long as (x) no Default or Event of Default existsshall have occurred and is continuing or would result therefrom, (y) Borrower shall have given Agent and the Lenders prior written notice of such Loan Party’s intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or Disposition with a similar or “like” asset or the cost of purchase or construction of any other assets useful in the business of the Loan Parties (including Permitted Acquisitions), and (z) the Loan Parties complete such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such Net Cash Proceeds (or, so long as such Loan Party has, within one hundred eighty (180) days following the initial receipt of such Net Cash Proceeds, entered into a binding commitment of purchase, construction, repair or restoration, within three hundred sixty five (365) days following the initial receipt of such Net Cash Proceeds), such Loan Party shall have the option to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such Disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties (so long as the Agent is granted a Lien on such assets having such priority as may be required hereunder) unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts not reinvested in accordance with the proceeds received by such Person as a result foregoing after expiration of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment period above shall be accompanied by a Prepayment Premium, if any, as provided paid to Agent and the Lenders and applied in accordance with Section 2.02(d2.3(h). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required (i) Subject to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofSection 2.10(b)(viii), no later than the earlier of (i) 45 days fifth Business Day after the end of date on which the financial statements with respect to each Fiscal Quarter Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2014, the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to (A) 50.0% of Excess Cash Flow for the Fiscal Year then ended, minus (B) at the option of the Borrower (and to the extent not reducing the amount of Excess Cash Flow pursuant to the definition of such term), (x)(i) the aggregate principal amount of any Loans prepaid pursuant to Section 2.10(a), and (ii) the date aggregate principal amount of delivery any loans or incremental loans under any First Lien Facility prepaid pursuant to Section 2.10(a) of the financial statements First Lien Credit Agreement (or equivalent provision under any other document governing any First Lien Facility) prior to such date, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year (and in the case of all such prepayments described in Section 5.04(bunder clauses (i) and (ii); provided, only to the extent that no such prepayment shall be required for prepayments were not financed with the Fiscal Quarter ending March 31, 2020, proceeds of any long-term Indebtedness (other than revolving Indebtedness) of the Borrower or its Subsidiaries) and (y) with respect to the amount of any Prepayment Event actual Cash payments made by Holdings, the Borrower or any Subsidiary in reduction of the type set forth outstanding amount of (A) any Loans resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of this Agreement or (B) any term loans under any First Lien Facility resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of the First Lien Credit Agreement (or equivalent provision of any First Lien Facility) (and in the case of all such assignments and purchases described in clauses (a), (bA) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan PartyB), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that such prepayments were not financed with the proceeds received by of long-term Indebtedness (other than revolving Indebtedness) and such Person Loans and other term loans are cancelled and cease to be outstanding); provided that (1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as a result of the last day of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orbut without giving effect to the payment required hereby) shall be less than or equal to 4.00 to 1.00, in the case of any Prepayment Event of the type described in clause but greater than 3.25 to 1.00 and (b2) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment payment required hereby) shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed less than or equal 3.25 to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Lead Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending September 30, 2022, the Lead Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the ECF Percentage of Excess Cash Flow of the Term Loan Lead Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Lead Borrower, the aggregate principal amount of (x) with respect any Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no prior to such prepayment shall be required for the Fiscal Quarter ending March 31, 2020date, (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan PartyDutch Auction), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (gy) prior to such date and based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred Cash paid in connection with the collection relevant assignment and (z) the amount of any voluntary prepayments, voluntary repurchases or voluntary redemptions of any Other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations prior to such proceedsdate, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans and/or Additional Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year long-term Indebtedness (or, in the case of any Prepayment Event of the type described in clause (bother than revolving Indebtedness) of the definition Lead Borrower or its Restricted Subsidiaries), minus (C) without duplication of Prepayment Event resulting amounts deducted from an act Excess Cash Flow in respect of Goda prior period, flood or fireall Cash payments in respect of capital expenditures made during such period and, do not exceed $750,000 at the option of the Lead Borrower, any Cash payments in respect of any such capital expenditures made after such period and prior to the aggregate during date of the applicable Fiscal YearExcess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)), minus (D) Cash payments made during such period in respect of Permitted Acquisitions and are actually applied within 180 days other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries), or, at the option of the Lead Borrower, any Cash payments in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Lead Borrower or any of its Restricted Subsidiaries) made after such receipt period and prior to the date of the applicable Excess Cash Flow payment (I) replace except, in each case, to the property or assets subject to such Prepayment Event extent financed with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.long-term -106- #96942867v160458181 #96942867v1

Mandatory Prepayments. The Borrower shall be required to prepay (i) No later than the unpaid principal balance of fifth Business Day after the Term Loan (x) date on which the financial statements with respect to any Prepayment Event each Fiscal Year of the type set forth Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2019, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (gvi) of the definition thereof, no later than the earlier of this Section 2.11(b) below in an aggregate principal amount equal to (i) 45 days after the end of each Fiscal Quarter and (iiA) the date Required Percentage of delivery Excess Cash Flow of the financial statements described in Section 5.04(b); providedBorrower and its Restricted Subsidiaries for the Fiscal Year then ended (it being understood and agreed that for the Fiscal Year ending December 31, that no such prepayment 2019, Excess Cash Flow shall be required for calculated as if such Fiscal Year begins on the first day of the Fiscal Quarter ending March June 30, 2019 and ends on December 31, 20202019) (each Fiscal Year, an “Excess Cash Flow Period”), minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 9.05(g) of the definition thereof, on or before the date this Agreement (including on in connection with any date on or prior to Dutch Auction) based upon the No Call Period End Date) that is three (3) Business Days following the date actual amount of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans and/or Additional Revolving Loans, to Persons that are not Affiliates or Sponsor Affiliates) received the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required to the extent that the amount thereof would not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event2,000,000.

Mandatory Prepayments. The Borrower (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Company shall cause to be required prepaid an aggregate principal amount of Term Loans equal to prepay (A) 50% of Excess Cash Flow, if any, for the unpaid principal balance fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the Term Loan amount in excess of $5,000,000, minus at the Company’s option, (xB) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier sum of (i) 45 days after the end (x) all voluntary prepayments of each Fiscal Quarter and Term Loans (iior any Credit Agreement Refinancing Indebtedness in respect thereof) the date of delivery of the financial statements described in Section 5.04(b); providedduring such fiscal year (and, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party without duplication of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) deduction with respect to any other Prepayment Eventfiscal year, on at the date (including on any date Company’s option, following the last day of such fiscal year and on or prior to such required prepayment date) and (y) voluntary prepayments of other Indebtedness permitted hereunder that is secured on a pari passu basis with the No Call Period End DateSecured Obligations (including, in the case of clauses (x) and (y), any debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of receipt by the cash payment) and (ii) all voluntary prepayments of Revolving Credit Loans (or any Loan Party Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any proceeds from deduction with respect to any other fiscal year, at the Company’s option, following the last day of such Prepayment Event (fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments or to the extent drawn to account for any date thereafter on which additional OID (or, in each case, any other proceeds subject thereto are received by any Loan PartyCredit Agreement Refinancing Indebtedness in respect thereof), in the case of each of the immediately preceding clauses (i) and (ii), in each case without case, to the extent such prepayments are not funded with the proceeds of Indebtedness. (ii) (A) Subject to Section 2.05(b)(ii)(B), and any demand or notice from Customary Intercreditor Agreement, if following the Agent, Lenders Closing Date (x) Company or any Restricted Subsidiary consummates any non-ordinary course sale, transfer or other Person, all disposition of which is hereby expressly waived property or assets permitted by the Borrower, in the amount equal to one hundred percent Section 7.05(a)(ii) and clauses (100%7) of the proceeds though (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b28) of the definition of Prepayment EventAsset Disposition, so long as no or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Company or such Restricted Subsidiary of Default existsNet Available Cash in excess of $5,000,000 (and then, only to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described amount in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.116 #95598837v24

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2021, the Borrower shall be required to prepay the unpaid outstanding Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal balance amount equal to (A) 50.0% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the Fiscal Year then ended, minus (B) at the option of the Term Loan Borrower, (x) the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) and/or prepayments of other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Loans, in each case, prior to the making of such Excess Cash Flow payment (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 9.05 and/or otherwise, and/or application of any Prepayment Event “yank-a-bank” provisions in Section 2.18), excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year (in the case of any such revolving loans prepaid, to the type set forth extent accompanied by a permanent reduction in clause the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of long-term Indebtedness (gother than revolving Indebtedness) of the definition thereofBorrower or its Subsidiaries), no later than and (y) the earlier of (i) 45 days aggregate principal amount paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of each the applicable Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or Year but prior to the No Call Period End Date) making of the Excess Cash Flow payment required for such Fiscal Year that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect would otherwise be permitted to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice be deducted from the Agent, Lenders or any other Person, all calculation of which is hereby expressly waived by the Borrower, in the amount equal Excess Cash Flow pursuant to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Eventthereof had such amount been paid, so long as no Event of Default existsincreased, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year (orin each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) and (z) in each case without duplication of any Prepayment Event such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the type described in clause aggregate amount for such Fiscal Year of clauses (bb)(ii), (v), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of Prepayment Event resulting from “Excess Cash Flow” for such Fiscal Year (excluding all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Equity Interests); provided that, to the extent the voluntary prepayments pursuant to clause (B) would reduce the required prepayments to an act amount less than $0, such excess voluntary prepayments may be credited against the ECF Percentage of God, flood or fire, do not exceed $750,000 in Excess Cash Flow for any subsequent Excess Cash Flow period; provided further that (1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the aggregate during First Lien Leverage Ratio calculated on a Pro Forma Basis as of the applicable Fiscal Year) and are actually applied within 180 days last day of such receipt Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 5.20:1.00 but greater than 4.70:1.00 and (I2) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to prepay the Term Loan pursuant payment required hereby) shall be less than or equal to this Section 2.01(d). Any 4.70:1.00; provided further that (i) the First Lien Leverage Ratio shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Flow payment required for such Fiscal Year (collectively, the “After Year-End Deductions”) as if such After Year-End Deductions were made during the Fiscal Year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be accompanied determined by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing reference to such recalculated First Lien Leverage Ratio and (ii) such After Year-End Deduction shall not be deemed applied to the calculation of the First Lien Leverage Ratio in connection with the determination of the ECF Percentage for purposes of (and shall not reduce the required amount of) any subsequent Excess Cash Flow prepayment. Prepayment of any Term Loans shall only be implied consent required under this Section 2.10(b)(i) with respect to any sale or other event or occurrence giving rise to a Prepayment Eventthe amount (if any) of Excess Cash Flow for such period in excess of $1,000,000.

Mandatory Prepayments. The Borrower shall be required to prepay (a) (i) After (A) the unpaid principal balance of the Term Loan payment in full (x) with respect to any Prepayment Event of the type set forth in clause (gother than contingent indemnification Obligations) of the definition thereofSenior Obligations and (B) the termination of the Senior Credit Agreement (other than in connection with the refinancing or replacement of the Senior Credit Agreement, no later than in accordance with the earlier terms hereof), if the Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) 45 days after on the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) next Business Days Day following the date of receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds and (ii) the Borrower shall prepay (or cause to be prepaid) the Loans by an amount equal to the amount of Net Cash Proceeds so received, as set forth in Section 2.04(d); provided, however that at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrower and/or any such permitted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.04(a), (x) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any proceeds from such Prepayment Event (assets and on the Acquisition of all of the Equity Interests in one or before the date that is three (3) Business Days following more Persons owning or constructing any date thereafter on which any other proceeds subject thereto are received by any Loan Partysuch assets), to improve, enlarge, develop, re-construct or repair the affected asset, to perform drydocking and (z) machinery overhaul Maintenance Capital Expenditures with respect to operating assets, or any other Prepayment Eventcombination of the foregoing in each case, on within 365 days after the date receipt of the applicable Net Cash Proceeds, (including on any date on y) the Borrower, the applicable Subsidiary or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all combination of which is hereby expressly waived by the Borrowerforegoing) shall, in the amount equal to one hundred percent (100%) case of the proceeds (other than any Disposition of, or Recovery Event with respect to to, any Prepayment Event of the type set forth Collateral, reinvest such proceeds in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event assets of the type described in clause (bx) above (including the construction of, or Maintenance Capital Expenditures with respect to, such assets and the Acquisition of all of the definition Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan Collateral pursuant to this Section 2.01(d). Any such prepayment shall 2.04(a) must be accompanied issued by a Prepayment PremiumPerson organized under the laws of any political subdivision of the United States), if anyand (z) the Borrower shall prepay (or cause to be prepaid) the Loans, as provided set forth in Section 2.02(d2.04(d), with any portion of such Net Cash Proceeds not expended in accordance with this Section 2.04(a) within such period. For Pending the sake application of clarityany such Net Cash Proceeds, the foregoing shall not be deemed Borrower may invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to be implied consent to any sale or other event or occurrence giving rise to a Prepayment EventPermitted Liens.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds LEGAL02/39661241v2LEGAL02/39709302v6 (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (a) Upon the unpaid principal balance receipt of the Term Loan (x) with respect to Net Proceeds by Hawaiian Holdings or any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of its Subsidiaries from (i) 45 days after the end issuance or incurrence of each Fiscal Quarter and (ii) the date of delivery any Indebtedness of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds Issuers (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 4.09), (ii) any Collateral Sale or (iii) a Permitted Pre-paid Miles Purchase for which Net Proceeds, together with the aggregate amount of Net Proceeds previously received from Permitted Pre-paid Miles Purchases during the same fiscal year, are in excess of $40.0 million (such excess, “Excess PPM Net Proceeds”) (each of the events set forth in the foregoing clauses (i), (ii), and (iii), a “Mandatory Prepayment Event”), the Issuers will cause the Notes’ Allocable Share of such Net Proceeds or Excess PPM Net Proceeds, as applicable (the “Applied Mandatory Prepayment Amount”), plus accrued and unpaid interest on the aggregate principal amount of Notes to be prepaid to, but excluding, the Prepayment Date (as defined below) (the “Remitted Amount”), to be remitted to the Trustee to be paid by the Trustee to Holders as of the Prepayment Record Date (as defined below) by a date that is (a) with respect to the Mandatory Prepayment Event of the type set forth in clause (gi), five (5) of Business Days after the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection receipt of such proceedsNet Proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates(b) received by any Loan Party with respect to the Mandatory Prepayment Event set forth in clause (ii), five (5) Business Days after the receipt of such Prepayment Event; provided that Net Proceeds, and (c) with respect to a the Mandatory Prepayment Event of the type described set forth in clause (biii), ten (10) of Business Days after the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result receipt of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year Net Proceeds (orsuch remittance date, in as the case of any may be, a “Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(dDate”). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The Borrower shall be required to prepay (i) Commencing with the unpaid principal balance fiscal year of the Borrower ending December 31, 2022, within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, if the Borrower’s Excess Cash Flow is greater than $5,000,000, cause to be prepaid an aggregate principal amount of Term Loan Loans (xsuch aggregate amount, the “Excess Cash Flow Prepayment Amount”) with respect equal to any Prepayment Event of (A) 50% (such percentage as it may be reduced as described below, the type set forth in clause (g“ECF Percentage”) of the definition thereofamount equal to Excess Cash Flow in excess of $5,000,000, no later than if any, for the earlier fiscal year covered by such financial statements (commencing with the fiscal year ending December 31, 2022), minus (B) the sum of (i1) 45 days all voluntary prepayments (including pursuant to debt buybacks made by the Borrower or any Restricted Subsidiary at a discount to par, with credit given to the cash amount actually paid in respect thereof) of Term Loans and any Incremental Term Loans during such fiscal year and, at the Borrower’s election, all such voluntary prepayments made after the end of such fiscal year but prior to the time that the prepayment required by this clause (b)(i) is made, in each Fiscal Quarter case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving loans) or any Cure Amount, (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year and, at the Borrower’s election, all such voluntary prepayments made after the end of such fiscal year but prior to the time that the prepayment required by this clause (b)(i) is made, to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments and to the extent such prepayments are not funded with the proceeds of long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving loans) or any Cure Amount, (3) without duplication of amounts deducted pursuant to clause (5) below in prior fiscal years, the amount of Capital Expenditures and acquisitions made in cash during such period (and, at the Borrower's election, all such Capital Expenditures and acquisitions made after the end of such period but prior to the time that the prepayment required by this clause (b)(i) is made), except to the extent that such Capital Expenditures or acquisitions were financed with the proceeds of an incurrence or issuance of long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving loans), (4) without duplication of amounts deducted pursuant to clause (5) below in prior periods, the amount of Investments and acquisitions made during such period (and, at the Borrower's election, all such Investments and acquisitions made after the end of such period but prior to the time that the prepayment required by this clause (b)(i) is made) pursuant to Section 7.02 (other than Section 7.02(a) and (d)) except to the extent that such Investments and acquisitions were financed with the proceeds of an incurrence or issuance of long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving loans) and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Capital Expenditures, Investments or acquisitions to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period except to the extent intended to be financed with the proceeds of an incurrence or issuance of other long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving loans) (provided that to the extent the aggregate amount utilized to finance such Permitted Acquisitions, Capital Expenditures, Investments or acquisitions 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) (any transaction referred to in this clause (B) made following the fiscal year end but prior to the making of such prepayment under this clause (b)(i), an “After Year-End Transaction”); provided that (x) the ECF Percentage shall be reduced to 25% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.00:1.00 and greater than or equal to 2.50:1.00 and (y) the ECF Percentage shall be reduced to 0% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 2.50:1.00; provided, further, to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, (i) the First Lien Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if such transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Senior Secured Leverage Ratio and (ii) such After Year-End Transaction shall not be applied to the date of delivery calculation of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred First Lien Senior Secured Leverage Ratio in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event determination of the type described in ECF Percentage for purposes of any subsequent Excess Cash Flow prepayment; provided, further, that for any fiscal year, if the sum of the amounts that reduce Excess Cash Flow under clause (bB) of this clause (b)(i) is in excess of the definition amount of the Excess Cash Flow Prepayment EventAmount for such fiscal year, so long as no Event of Default existssuch excess amount shall, at the Borrower’s sole option, be carried over to the extent that the proceeds received by next succeeding fiscal year and shall reduce any Excess Cash Flow Prepayment Amount for such Person as succeeding fiscal year on a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventdollar for dollar basis.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2014, the Borrower shall be required prepay outstanding Term Loans in an aggregate principal amount equal to prepay (A) 50.0% of Excess Cash Flow for the unpaid principal balance Fiscal Year then ended, minus (B) at the option of the Term Loan Borrower (and to the extent not reducing the amount of Excess Cash Flow pursuant to the definition of such term), (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end aggregate principal amount of each Fiscal Quarter any Term Loans or Revolving Loans prepaid pursuant to Section 2.10(a) (in the case of any Revolving Loans prepaid as described under clause (i), to the extent accompanied by a permanent reduction in the Revolving Credit Commitments of the applicable Class that is not being made in connection with a refinancing or replacement thereof), and (ii) the date aggregate principal amount of delivery of the financial statements described in any loans or incremental loans under any Second Lien Facility prepaid pursuant to Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e2.10(a) of the definition thereof, on Second Lien Credit Agreement (or before the equivalent provision under any other document governing any Second Lien Facility) prior to such date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following extent such voluntary prepayments are permitted by the date terms of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Partythis Agreement), in each case without case, excluding any demand or notice from such optional prepayments made during such Fiscal Year that reduced the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, amount required to be prepaid pursuant to this Section 2.10(b)(i) in the amount equal prior Fiscal Year (and in the case of all such prepayments described under clauses (i) and (ii), only to one hundred percent the extent that such prepayments were not financed with the proceeds of any long-term Indebtedness (100%other than revolving Indebtedness) of the proceeds Borrower or its Subsidiaries) and (other than with respect to y) the amount of any Prepayment Event actual Cash payments made by Holdings, the Borrower or any Subsidiary in reduction of the type set forth outstanding amount of (A) any Term Loans resulting from any assignment (and purchases) made in clause accordance with Section 9.05(g) of this Agreement or (gB) any term loans under any Second Lien Facility resulting from any assignment (and purchases) made in accordance with Section 9.05(g) of the definition thereof, net Second Lien Credit Agreement (or equivalent provision of documented reasonable out-of-pocket costs any Second Lien Facility) (and expenses incurred in connection with the collection case of all such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type assignments and purchases described in clause clauses (bA) of the definition of Prepayment Event, so long as no Event of Default existsand (B), to the extent that such prepayments were not financed with the proceeds received by of long-term Indebtedness (other than revolving Indebtedness) and such Person Term Loans and other term loans are cancelled and cease to be outstanding); provided that (1) such percentage of Excess Cash Flow shall be reduced to 25.0% of Excess Cash Flow if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as a result of the last day of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (orbut without giving effect to the payment required hereby) shall be less than or equal to 4.00 to 1.00, in the case of any Prepayment Event of the type described in clause but greater than 3.25 to 1.00 and (b2) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds prepayment shall not be required if the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment payment required hereby) shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed less than or equal 3.25 to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event1.00.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days Commencing with the first full fiscal year of the Parents ending after the end of each Fiscal Quarter and Closing Date, within five (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (35) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) and the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Partyrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, if the Excess Cash Flow of the Parents, the Borrower and the Restricted Subsidiaries is greater than $5,000,000, cause to be prepaid an aggregate principal amount of Term Loans (zsuch aggregate amount, the “Excess Cash Flow Prepayment Amount”) with respect equal to any other Prepayment Event(A) 50% (such percentage as it may be reduced as described below, on the date (including on any date on or prior to the No Call Period End Date“ECF Percentage”) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent Excess Cash Flow in excess of $5,000,000, if any, for the fiscal year covered by such financial statements (100%commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments (including pursuant to debt buybacks made by any Parent, the Borrower or any Restricted Subsidiary in an amount equal to the amount actually paid in respect thereof) of Term Loans during such fiscal year or after such fiscal year and prior to the proceeds making of such Excess Cash Flow payment and (other than with respect to any Prepayment Event 2) all voluntary prepayments of the type set forth in clause (g) of ABL Facility or any other revolving credit facility during such fiscal year or after such fiscal year and prior to the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection making of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, ECF payment to the extent that the proceeds received commitments under the ABL Facility or other revolving credit facility, as applicable, are permanently reduced by such Person as a result the amount of such Prepayment Event do not exceed $150,000 in payments (any voluntary prepayments, made following the aggregate during fiscal year end but prior to the applicable Fiscal Year making of such prepayment under this clause (orB), an “After Year-End Payment”), except, in the case of any Prepayment Event each of the type described in clause immediately preceding clauses (b1) and (2), to the extent such prepayments are funded with the proceeds of Indebtedness (other than revolving loans) or any Cure Amounts; provided that (y) the ECF Percentage shall be reduced to 25% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.75:1.00 and greater than or equal to 3.25:1.00 and (z) the ECF Percentage shall be reduced to 0% if the First Lien Senior Secured Leverage Ratio for the fiscal year (subject to the following proviso) covered by such financial statements was less than 3.25:1.00; provided, further, to the extent so elected by the Borrower, following the making of any After Year-End Payment, (i) the First Lien Senior Secured Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Payment as if payment was made during the fiscal year of the definition applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of making such receipt to (I) replace the property or assets subject Excess Cash Flow prepayment shall be determined by reference to such Prepayment Event with property and/or assets performing the same or similar functions or recalculated First Lien Senior Secured Leverage Ratio and (IIii) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds After Year-End Payment shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided calculation of the First Lien Senior Secured Leverage Ratio in Section 2.02(d). For connection with the sake determination of clarity, the foregoing shall not be deemed to be implied consent to ECF Percentage for purposes of any sale or other event or occurrence giving rise to a Prepayment Eventsubsequent Excess Cash Flow prepayment.

Mandatory Prepayments. If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts or, prior to the Investment Grade Changeover Date, Aggregate Elected Commitment Amount pursuant to Section 2.06(b) or Section 2.07A, the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) o prepay the Borrowings in an aggregate principal amount equal to such excess, and o if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). • Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall o prepay the Borrowings in an aggregate principal amount equal to such excess, and o if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be required obligated to prepay the unpaid principal balance make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the Term Loan New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (x) with respect and may make such prepayment and/or deposit at any time and from time to any Prepayment Event of the type set forth time, in clause (g) of the definition thereofwhole or in part, no later than the earlier of (i) 45 days after prior to the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(bsuch 90-day period); provided, provided that no such prepayment shall all payments required to be required for the Fiscal Quarter ending March 31, 2020, (ymade pursuant to this Section 3.04(c)(ii) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date must be made on or prior to the No Call Period End Termination Date. Notwithstanding the foregoing, this Section 3.04(c)(ii) that is three (3) Business Days following shall not apply at any time on or after the Investment Grade Changeover Date. • Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.05(n)(iii), or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall o prepay the Borrowings in an aggregate principal amount equal to such excess, and o if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of receipt by any Loan Party such termination, creation of any proceeds from such Prepayment Event (and on offsetting positions or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, designation or on the date (including on any date which it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the No Call Period End Termination Date. Notwithstanding the foregoing, this Section 3.04(c)(iii) of receipt by shall not apply at any Loan Party of any proceeds from such Prepayment Event (and time on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)or after the Investment Grade Changeover Date. • Notwithstanding anything to the contrary herein, in each case without any demand or notice from if the Agent, Lenders Borrower or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to its Restricted Subsidiaries sells any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates Property when a Borrowing Base Deficiency or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, then the Borrower shall o prepay the Borrowings in an aggregate principal amount equal to the extent that the net cash proceeds received by from such Person sale, and o if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such LC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be sale; provided that all payments required to prepay the Term Loan be made pursuant to this Section 2.01(d)3.04(c)(iv) must be made on or prior to the Termination Date. Any Notwithstanding the foregoing, this Section 3.04(c)(iv) shall not apply at any time on or after the Investment Grade Changeover Date. • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by a Prepayment Premium, if any, as provided in accrued interest to the extent required by Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event3.02.

Mandatory Prepayments. The Subject to the provisions of the Senior Loan Agreement, on each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower shall be required to for a Restoration, Borrower shall, at Lender’s option, prepay the unpaid outstanding principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth Note in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the an amount equal to one hundred percent (100%) of such Net Proceeds together with interest that would have accrued on such amounts through the proceeds (other than with respect next Monthly Payment Date. The full amount of any such prepayment shall be applied to the Debt in the order specified in Section 2.3.1 and any Prepayment Event amount of such prepayment in excess of that required to pay the Debt in full and such interest shall, if any of the type set forth Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in clause existence, be paid in the following order of priority: (ga) first to the Junior A Mezzanine Loan and to the Preferred Equity Investment, pari passu; (b) second to the Junior B Mezzanine Loan; and (c) third, after the indefeasible payment in full of all obligations under the definition thereofSenior Loan Documents, net of documented reasonable out-of-pocket costs the Loan Documents, the Junior A Mezzanine Loan Documents and expenses incurred the Junior B Mezzanine Loan Documents, to the Borrower. No Yield Maintenance Payment (or other prepayment premium or fee) shall be due in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan prepayment made pursuant to this Section 2.01(d)2.4.2. Any such prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be accompanied held by a Prepayment PremiumLender as collateral security for the Debt in an interest bearing account, if anywith such interest accruing to the benefit of Borrower, as provided in Section 2.02(d). For and shall be applied by Lender on the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventnext Monthly Payment Date.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days If, at any time after the end of each Fiscal Quarter Initial Funding Date, any Borrower shall (A) incur any Funded Debt (other than (1) the Obligations, (2) Indebtedness under the Bridge Facility, and (ii3) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in Indebtedness permitted under clauses (ab), (b) and d), (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (zg) with respect through (j) of Section 7.1) or (B) issue any Stock (other than (1) the issuance of Stock to AGCO or any Restricted Subsidiary, (2) the issuance of Stock of AGCO to any other Prepayment Eventemployee, on executive, director or officer under an incentive compensation program, (3) the date (including on issuance of any date on or prior Stock of a Restricted Subsidiary to directors of such Restricted Subsidiaries to the No Call Period End Dateextent the issuance thereof is required by applicable law, and (4) the issuance of receipt by Stock of AGCO to the extent that the Net Cash Proceeds thereof are used substantially concurrently to purchase equity securities of AGCO from management, directors or key employees of AGCO or any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Partyits Subsidiaries), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to then one hundred percent (100%) of the proceeds Net Cash Proceeds received by such Borrower pursuant to clause (other than with respect to any Prepayment Event A) and seventy-five percent (75%) of the type Net Cash Proceeds received by such Borrower pursuant to clause (B) shall be paid on the date of receipt thereof by such Borrower to the Administrative Agent as a prepayment of the Loans (in either case to be applied as set forth in clause Section 2.5(b)(xii) below). Notwithstanding the foregoing, AGCO shall be permitted to retain the Net Cash Proceeds from a Stock issuance or an incurrence of Funded Debt (gx) received at any time after the Initial Funding Date by AGCO to the extent such Net Cash Proceeds are concurrently used to repay the Bridge Facility, and after the repayment in full of the definition thereofBridge Facility, net any of documented reasonable out-of-pocket costs the Existing 2006 Notes or the Existing 2008 Notes, and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates(y) received by any Loan Party with respect AGCO within one (1) year from the Initial Funding Date in an aggregate amount of up to such Prepayment EventU.S. $100,000,000; provided that with respect to a Prepayment Event the Bridge Facility has been repaid in full or is not outstanding and AGCO has satisfied the requirements of the type described in clause (b) of the definition of Prepayment Event, so long Section 5.21 as no Event of Default exists, to the extent that the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in date. In the aggregate during the applicable Fiscal Year event AGCO elects to apply Net Cash Proceeds pursuant to any of clauses (or, in the case of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Yearx) and (y) above and such Net Cash Proceeds are actually applied within 180 days from the issuance of such receipt to (I) replace the property Stock and incurrence of Funded Debt simultaneously or assets subject to such Prepayment Event with property and/or assets performing the same in a related transaction or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake series of clarityrelated transactions, the foregoing Net Cash Proceeds from the Stock issuance shall not be deemed to be implied consent applied first to the uses in clauses (x) and/or (y) above and the Net Cash Proceeds from the Funded Debt incurrence shall be deemed to be applied thereafter to the uses in clauses (x) and/or (y) above. Nothing in this Section shall authorize any sale Borrower to issue any Stock or other event or occurrence giving rise to a Prepayment Eventincur any Funded Debt except as expressly permitted by this Agreement.

Mandatory Prepayments. The Borrower (i) If at any time the aggregate outstanding balances of the Revolving Loan exceed the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, Borrowers shall be immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to prepay eliminate such excess. If any such excess remains after repayment in full of the unpaid principal aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Term Revolving Loan of any Borrower exceeds that Borrower’s separate Borrowing Base, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (xand, if necessary, shall provide cash collateral for its Letter of Credit Obligations as described above). Notwithstanding the foregoing, any Overadvance made pursuant to Section 1.1(a)(iii) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) repaid in accordance with respect to any Prepayment Event of the type set forth in clauses (aSection 1.1(a)(iii), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is . Within three (3) Business Days following the date of after receipt by any Loan Credit Party of cash proceeds of any asset disposition (excluding proceeds from such Prepayment Event of asset dispositions permitted by Section 6.8 (and on a)), any sale leaseback permitted by Section 6.12 or before the date that is three any sale of Stock of any Subsidiary of any Credit Party (3) Business Days following other than a sale to any date thereafter on which any other proceeds subject thereto are received by any Loan Credit Party), and (z) with respect to any other Prepayment Event, on Borrowers shall prepay the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), Loans in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the an amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereofall such proceeds, net of documented (A) commissions and other reasonable out-of-pocket costs and customary transaction costs, fees and expenses incurred properly attributable to such transaction and payable by Borrowers in connection with the collection of such proceeds, therewith (in each case case, paid to non-Affiliates), (B) transfer or other related taxes, (C) amounts payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to holders of senior Liens on such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause assets (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that such Liens constitute Permitted Encumbrances hereunder), if any, (D) an appropriate reserve for income taxes in accordance (ii)with GAAP in connection therewith, and (E) amounts permitted to be retained by the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 Credit Parties in the aggregate during the applicable Fiscal Year (or, in the case form of any Prepayment Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood cash or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Term Loan cash equivalents pursuant to Section 6.2 of this Section 2.01(d)Agreement. Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided applied in accordance with Section 2.02(d1.3(c). For the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Event.

Mandatory Prepayments. The (i) No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrower shall be required to prepay the unpaid outstanding principal balance amount of Initial Term Loans (including the 2020 Incremental Term Loans) and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loan Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) with respect the aggregate principal amount of any Term Loans (including Additional Term Loans) and/or Revolving Loans (including Additional Revolving Loans or any revolving facility under this Agreement) prepaid pursuant to any Prepayment Event of the type set forth in clause (gSection 2.11(a) of the definition thereof, no later than the earlier of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no prior to such prepayment shall be required for the Fiscal Quarter ending March 31, 2020date, (y) with respect the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to any Prepayment Event of the type set forth in clauses (a), (b) and (eSection 2.11(a) of the definition thereof, on Second Lien Credit Agreement (or before the equivalent provision under any other document governing any Second Lien Facility) prior to such date (including on to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt, Replacement Notes, “Incremental Equivalent Debt” (as defined in the Second Lien Credit Agreement or any date on equivalent term under any documentation governing any Second Lien Facility) and “Replacement Notes” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) prepaid, repurchased, redeemed or otherwise retired prior to the No Call Period End Date) that is three (3) Business Days following the such date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) (1) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with respect Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g)(i) of the Second Lien Credit Agreement (or equivalent provision under any other Prepayment Event, on the date document governing any Second Lien Facility) (including on in connection with any date on or Dutch Auction (as defined in the Second Lien Credit Agreement)) made during such Fiscal Year or, at the option of the Borrower, prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from date such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party)payment is due and, in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in under this clause (g) z), based upon the actual amount of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred cash paid in connection with the collection of such proceedsrelevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case payable of any prepayment of Revolving Loans pursuant to Persons that are not Affiliates or Sponsor Affiliates) received Section 2.11(b)(ii), to the extent accompanied by any Loan Party with respect to a permanent reduction in the relevant commitment, and in the case of all such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default existsprepayments and assignments, to the extent that such prepayments were not financed with the proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year long term funded Indebtedness (or, in the case of other than revolving Indebtedness (excluding any Prepayment Event of the type described in clause (bRevolving Loans))) of the definition Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $10,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any Indebtedness that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of, and to the extent required by, the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Event resulting from an act Amount, then the Borrower may apply such portion of Godthe ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, flood or fire, do that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days amount of such receipt ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (Iand in any event within ten (10) replace Business Days after the property or assets subject to date of such Prepayment Event with property and/or assets performing the same or similar functions or (IIrejection) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required applied to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided Loans in Section 2.02(d). For accordance with the sake of clarity, the foregoing shall not be deemed to be implied consent to any sale or other event or occurrence giving rise to a Prepayment Eventterms hereof.