Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to [Section 5.06(a)], beginning with the fiscal year ending ​, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements less # the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to [Section 2.06(b)] during such fiscal year (or, at the option of the Borrower, after the end of such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to ​ than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.

Excess Cash Flow. WithinNo later than five (5) Business Days after the date on which the audited financial statements have beenwith respect to such fiscal year in which such Excess Cash Flow Period occurs are required to be delivered pursuant to ‎[Section 5.06(01(a), beginning] (for the avoidance of doubt, commencing with the fiscal year ending December 31, 2015,of the Borrower after the Closing Date), the Borrower shall prepay the Borrowingsmake prepayments in accordance with Sections ‎2.10(f) and ‎(g), in an aggregate principal amount equal to # the ECF Percentagefollowing percentage of Excess Cash Flow (such percentage, the “Required ECF Percentage”) for the most recent fiscal year covered by such financial statements less #Excess Cash Flow Period then ended based on the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to Section 2.06(b) during such fiscal year (or,Secured Leverage Ratio at the option of the Borrower, after the end of such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to [[Organization B:Organization]] than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.Flow Period then ended:

Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to Section 5.06(a), beginningFollowing the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2015,2017, the BorrowerBorrowers shall prepay theTerm Loan Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recentsuch fiscal year coveredyear; provided that # such amount shall be reduced by such financial statements less # the aggregate principal amount of any voluntary prepaymentprepayments of Borrowings made by# Term Loans (and, to the Borrowerextent the Revolving Commitments are reduced in a corresponding amount pursuant to Section[Section 2.06(b)08], Revolving Loans) made pursuant to [Section 2.11(a)] or [Section 2.11(a)] of the Second Lien Credit Agreement during such fiscal year (or, at the option of the Borrower,or after the end of such fiscal year butand prior to the time by such prepayment (it being understoodis due as provided below (provided that any such reduction as a result of prepayments pursuant to [Section 2.11(a)(ii)] or [Section 2.11(a)(ii)] of the Second Lien Credit Agreement shall # be limited to the actual amount may notof such cash prepayment) and # only be then appliedapplicable if the applicable prepayment offer was made to reduceall Term Lenders) and # other Consolidated First Lien Debt (provided that in the case of the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year))of any revolving commitments, there is a corresponding reduction in commitments), excluding anyexcluding, in each case, all such voluntary prepayments to the extent financedfunded with the incurrenceproceeds of Long-Term Debt; provided thatother long-term Indebtedness or the issuance of Equity Interests and # no prepayment shall be required under this paragraph if, and only[Section 2.11(d)] unless the amount thereof (after giving effect to the extent, such[foregoing clause (A)]) would equal or exceed $5.0 million. Each prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adversepursuant to [[Organization B:Organization]] than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereofthis paragraph shall be made immediately upon such restrictions ceasingon or before the date that is eight Business Days after the date on which financial statements are required to prohibit such prepayment.be delivered pursuant to Section 5.01(a)(i) with respect to the fiscal year for which Excess Cash Flow is being calculated.

Excess Cash Flow.Mandatory. (i) Within five (5) Business Days after financial statements are required to have been delivered pursuant to Section 5.06([Section 6.01(a), beginning] (commencing with the fiscal year ending December 31, 2015,2021) and the related Compliance Certificate is required to be delivered pursuant to [Section 6.02(a)], the Borrower shall prepay the Borrowingscause to be offered to be prepaid in accordance with [clause (vii)] below, an aggregate principal amount of Loans in an amount equal to # the Applicable ECF Percentage of Excess Cash FlowFlow, if any, for the most recent fiscal year covered by such financial statements lessminus # the aggregate principal amountall voluntary prepayments of any voluntary prepayment of BorrowingsTerm Loans made by the Borrower pursuant to Section 2.06(b) during such fiscal year (or, ator after year-end and prior to when such Excess Cash Flow prepayment is due and, in the optioncase of the Borrower, after the end of such fiscal year but priorending December 31, 2021, all voluntary prepayments of Term Loans made during the fiscal year ending December 31, 2020, # to the time byextent such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraphprepayments are funded with respect to Excess Cash flow for the next following fiscal year)),internally generated cash and # excluding any such voluntary prepayments made during such fiscal year that reduced the amount required to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required underprepaid pursuant to this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth[Section 2.05(b)(i)] in the ABL Documents (so long as such restrictions are not more adverse to [[Organization B:Organization]] than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.prior fiscal year.

Within five (5) Business Days after financial statements have been delivered pursuant to [Section 5.06(‎[Section 6.01(a)], beginning (commencing with the fiscal year ending ​December 31, 2018) and the related Compliance Certificate has been delivered pursuant to ‎[Section 6.02(a)], the Borrower shall prepay the Borrowingscause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) and ‎(ix) below, an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) # the Applicable ECF Percentage of Excess Cash FlowFlow, if any, for the most recent fiscal year covered by such financial statements lessminus # the aggregate principal amountsum of any# all voluntary prepaymentprepayments, repurchases or redemptions of BorrowingsTerm Loans made by the Borrower pursuant to [Section 2.06(b)] during such fiscal year (or, ator after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the optioncase of Term Loans prepaid pursuant to ‎(x) [Section 2.05(a)(v)], the Borrower, afteractual purchase price paid in cash pursuant to a “Dutch Auction” and # open-market purchases pursuant to [Section 10.07(l)], the endactual purchase price paid in cash pursuant to such purchase), # all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans during such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to ​ than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.after year-end

Within five (5) Business Days after financial statements have beenare required to be delivered pursuant to [Section 5.06(6.01(a)], beginningcommencing with the fiscal year ending on ​, the BorrowerCompany shall prepay the Borrowingscause to be offered to be prepaid in accordance with [clause (v)] below, an aggregate principal amount of Term BB-2 Loans equal to # the ECF Percentage ofExcess Cash Flow Percentage, multiplied by # the Excess Cash Flow for the most recentsuch fiscal year covered by such financial statementsyear, less # the sum of aggregate principal amount of any voluntary prepayment# Term Loans (or, in the case of BorrowingsTerm Loans purchased at a discount to par, the actual amount of the cash payments made by the Borrowerto purchase such Term Loans) and Revolving Credit Loans (provided that there is an equivalent permanent reduction of Revolving Credit Commitments) prepaid or purchased in cash pursuant to [Section 2.05(a)] or [[Section 10.06(b)i) and (2)])]] other Consolidated Funded Indebtedness secured by the Collateral on a pari passu basis with the Facilities prepaid or purchased in cash (provided that, in the case of revolving credit commitments, there is an equivalent permanent reduction in commitments), in each case, during such fiscal year (or, ator on or prior to the option of the Borrower,90th day after the end of such fiscal year but prior(and without duplication in the next fiscal year), except to the time byextent that such prepayment (it being understoodprepayments are funded with long-term Indebtedness (without duplication of any prepayments in such fiscal year that any suchreduced the amount may not be then applied to reduce the prepaymentof Excess Cash Flow required to be made underrepaid pursuant to this paragraph with respect to Excess Cash flow[Section 2.05(b)(iii)] for the next followingany prior fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to ​ than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment..