Foreign Dispositions. Notwithstanding any other provisions of this [Section 2.21(d)(ii), (1)])] to the extent that any or all of the Net Cash Proceeds of any Disposition or Loss Event by a Foreign Subsidiary giving rise to a prepayment event pursuant to this [Section 2.21(d)(ii)(B)] (a “Foreign Disposition Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Term Loans at the times provided in this [Section 2.21(d)(ii)] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of any additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this [Section 2.21(d)(ii)] to the extent otherwise provided herein and # to the extent that the Company has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition Event would have a material adverse tax consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay the Term Loans at the times provided in this [Section 2.21(d)(ii)] but may be retained by the applicable Foreign Subsidiary until such time as it may repatriate such amount without incurring such material adverse tax consequences (at which time such amount shall be applied to repay the Term Loans).

Foreign Dispositions. Notwithstanding any other provisions of this [Section 2.05], # to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this [Section 2.05] but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation[[Borrower:Organization]], and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation[[Borrower:Organization]] applied (net of additional taxes payable or reserved against as a result thereof[[Borrower:Organization]] to the repayment of the Term Loans pursuant to this [Section 2.05] and # to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (ii[[Borrower:Organization]], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b[[Borrower:Organization]] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.05(b[[Borrower:Organization]], the Borrower applies an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary[[Borrower:Organization]].

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow (which shall not be less than zero for any Excess Cash Flow Period), less the amount of Excess Cash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excluded from Excess Cash Flow prepayments pursuant to [Section 2.05(b)(x)], for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow (which shall not be less than zero for any Excess Cash Flow Period), less the amount of Excess Cash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excluded from Excess Cash Flow prepayments pursuant to [Section 2.05(b)(x)], for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

Excess Cash. If on any date Borrower’s and its Subsidiaries’ Cash exceeds $3,500,000 (after giving effect to any other payments on such date and any payments made within the prior fifteen (15) days that have not yet cleared the bank on which such payment was drawn), then Borrower shall on such day, reduce the aggregate outstanding principal amount of all Revolving Loans and, after the Revolving Loans have been reduced to zero, Unpaid Drawings, in an aggregate amount at least equal to Borrower’s and its Subsidiaries’ Cash in excess of $3,500,000. Any such payment shall apply proportionately (based on each Lender’s Revolving Facility Percentage).

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow, less the amount of Excess Cash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excluded from Excess Cash Flow prepayments pursuant to Section 2.05(b[[Borrower:Organization]](viii[[Borrower:Organization]], for each Excess Cash Flow Period ending after the Closing Date and prior to such date.

Cash Flow Shortfall. If, for the period from the Effective Date to December 31, 2018 (the “Interim Testing Period”), there is a Cash Flow Shortfall (as defined below), Guarantor shall, on or before forty-five (45) days following the end of the Interim Testing Period, promptly deposit, into a blocked interest bearing account (the “Blocked Account”) in the name of Guarantor subject to an account control agreement with the Agent, cash collateral securing this Obligation Guaranty in the amount of such Cash Flow Shortfall. Agent shall hold such cash collateral securing this Obligation Guaranty until the determination of whether and how much of a capital contribution is due pursuant to the following sentence. If, for the period from the Effective Date to the second anniversary of the Effective Date (the “Final Testing Period”), there is a Cash Flow Shortfall, Guarantor shall, on or before forty-five (45) days following the end of the Final Testing Period, make a cash capital contribution to the Borrower in at least the amount of such Cash Flow Shortfall. Guarantor may use cash collateral deposited pursuant to this Section 2 only toward the satisfaction of its obligation to make a capital contribution pursuant to this Section 2. The Agent shall return and/or release any remaining such cash collateral to Guarantor promptly following receipt of financial reporting reasonably satisfactory to the Agent demonstrating the amount of any such cash capital contribution obligation pursuant to this Section 2 and the satisfaction of any such obligation.

Cash Flow Forecast. No later than 60 days prior to the Maturity Date, # a cash flow forecast as of such date and # if such cash flow forecast does not demonstrate, in a manner satisfactory to Administrative Agent in its reasonable discretion, that the Obligations will be paid in full on the scheduled maturity date thereof, a management plan, in form and substance acceptable to Agents in their reasonable discretion, which shall provide in reasonable detail Borrowers’ sources of debt or equity financing permitted hereunder in an amount sufficient to pay in full the Obligations on or prior to the stated maturity date thereof, together with copies of documentation for legally binding commitments for such debt or equity financing, in form and substance acceptable to Administrative Agent in its discretion.

Borrowers shall be obligated to pay (with Borrowers’ own funds) all Additional Amounts, Loan Debt Service Payments, Monthly Impounds and/or other amounts due under the Loan Documents, if the amount of Cash

On any Disbursement Date, if the amount of Cash Flow available in the Deposit Account shall be sufficient to pay, and are available and allocable from the Deposit Account pursuant to the Cash Management Period Waterfall to pay, all Additional Amounts, Loan Debt Service Payments, Monthly Impounds and/or other amounts due under the Loan Documents on such Disbursement Date (in each case, following the payment of all amounts required to be paid prior to the payment of such amounts pursuant to the Cash Management Period Waterfall), then such circumstance shall constitute timely performance of Borrowers’ obligations to make the applicable required payments of such amounts on such Disbursement Date.