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 December 31, 2015, 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 [[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.

Excess Cash Flow. Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to [Section 6.01(a)] and the related Compliance Certificate has been delivered or is required to be delivered pursuant to [Section 6.02(a)], in each case, commencing with the first full fiscal year ending after the Closing Date, the [[Borrower:Organization]] shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Term Loans equal to,

Foreign Dispositions and Excess Cash Flow. Notwithstanding any other provisions of this ‎Section 2.05, # to the extent that any or all of 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 reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), 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) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.05 and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow would have material adverse Tax cost consequences to Holdings, the Borrower, any direct or indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries 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), 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) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎Section 2.05(b), 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).

Cash flow (including but not limited to operating cash flow and free cash flow)

Net Cash Flow. Net Cash Flow of the Partnership, with respect to a fiscal period, shall mean Net Income of the Partnership for such period, reduced by # any repayments of principal on loans of the Partnership, (excluding General Partner’s Loans, the principal amounts of which are payable out of Net Cash Flow as stated in Article VIII hereof), # any capital expenditures and prepaid expenses to the extent not included in the determination of Net Income, # any Net Sale Proceeds to the extent included in the determination of Net Income, and # reasonable additions to a reserve, (as determined in the sole discretion of the General Partner); and increased by any receipts by the Partnership which are not included in the determination of Net Income.

Deposit to Excess Cash Flow Reserve Account. On each Payment Date, the Borrowers shall deposit into the Excess Cash Flow Reserve Account the amounts required to be deposited therein in accordance with Section 2.6.1. Amounts so deposited shall hereinafter be referred to as the “Excess Cash Flow Reserve Funds” and the account in which such amounts are held shall hereinafter be referred to as the “Excess Cash Flow Reserve Account”.

Withdrawal from Excess Cash Flow Reserve Account. Provided that no Event of Default or Excess Cash Flow Sweep Period has occurred and is continuing, the Borrowers shall have the right to make withdrawals from the Excess Cash Flow Reserve Account for the purposes and subject to the limitations set forth in [Section 5.2.11].

“Retained Excess Cash Flow” means, for any Excess Cash Flow Period completed after the Closing Date, # the amount of Excess Cash Flow for such Excess Cash Flow Period, minus # the Applicable ECF Percentage of the amount of Excess Cash Flow for such Excess Cash Flow Period.

Section # Excess Cash Flow Funds. During any Trigger Period, [[Borrower:Organization]] shall deposit or cause to be deposited with [[Lender:Organization]] all Excess Cash Flow, to be held by [[Lender:Organization]] as additional security for the Loan (amounts so held shall be hereinafter referred to as the “Excess Cash Flow Funds” and the account in which such amounts are held shall hereinafter be referred to as the “Excess Cash Flow Account”). Upon the termination of each Trigger Period, all amounts (if any) then remaining on deposit in the Excess Cash Flow Account shall be disbursed to [[Borrower:Organization]]’s Operating Account.

Loan Parties’ Taxes paid in cash for such Excess Cash Flow Period (reduced by any foreign, United States, state or local tax refunds received by Loan Parties during such Excess Cash Flow Period);