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. No later than five (5) Business Days after the date on which the audited financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are required to be delivered pursuant to ‎[Section 5.01(a)] (for the avoidance of doubt, commencing with the fiscal year of the Borrower after the Closing Date), the Borrower shall make prepayments in accordance with Sections ‎2.10(f) and ‎(g), in an aggregate principal amount equal to the following percentage of Excess Cash Flow (such percentage, the “Required ECF Percentage”) for the Excess Cash Flow Period then ended based on the Secured Leverage Ratio at the end of such Excess Cash Flow Period then ended:

Following the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2017, the Borrowers shall prepay Term Loan Borrowings in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for such fiscal year; provided that # such amount shall be reduced by the aggregate amount of prepayments of # Term Loans (and, to the extent the Revolving Commitments are reduced in a corresponding amount pursuant to [Section 2.08], 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 after such fiscal year and prior to the time such prepayment is due as provided below (provided that 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 of such cash prepayment) and # only be applicable if the applicable prepayment offer was made to all Term Lenders) and # other Consolidated First Lien Debt (provided that in the case of the prepayment of any revolving commitments, there is a corresponding reduction in commitments), excluding, in each case, all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Equity Interests and # no prepayment shall be required under this [Section 2.11(d)] unless the amount thereof (after giving effect to the [foregoing clause (A)]) would equal or exceed $5.0 million. Each prepayment pursuant to this paragraph shall be made on or before the date that is eight Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a)(i) with respect to the fiscal year for which Excess Cash Flow is being calculated.

Mandatory. (i) Within five (5) Business Days after financial statements are required to have been delivered pursuant to [Section 6.01(a)] (commencing with the fiscal year ending December 31, 2021) and the related Compliance Certificate is required to be delivered pursuant to [Section 6.02(a)], the Borrower shall cause 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 Flow, if any, for the fiscal year covered by such financial statements minus # all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and, in the case of the fiscal year ending December 31, 2021, all voluntary prepayments of Term Loans made during the fiscal year ending December 31, 2020, # to the extent such prepayments are funded with internally generated cash and # excluding any such voluntary prepayments made during such fiscal year that reduced the amount required to be prepaid pursuant to this [Section 2.05(b)(i)] in the prior fiscal year.

Within five (5) Business Days after financial statements have been delivered pursuant to ‎[Section 6.01(a)] (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 cause 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 Flow, if any, for the fiscal year covered by such financial statements minus # the sum of # all voluntary prepayments, repurchases or redemptions of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to ‎(x) [Section 2.05(a)(v)], the actual purchase price paid in cash pursuant to a “Dutch Auction” and # open-market purchases pursuant to [Section 10.07(l)], the actual purchase price paid in cash pursuant to such purchase), # all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans during such fiscal year or after year-end

Within five (5) Business Days after financial statements are required to be delivered pursuant to [Section 6.01(a)], commencing with the fiscal year ending on December 31, 2017, the Company shall cause to be offered to be prepaid in accordance with clause (v) below, an aggregate principal amount of Term BB-2 Loans equal to # the Excess Cash Flow Percentage, multiplied by # the Excess Cash Flow for such fiscal year, less # the sum of aggregate principal amount of # Term Loans (or, in the case of Term Loans purchased at a discount to par, the actual amount of the cash payments made to 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(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 on or prior to the 90th day after the end of such fiscal year (and without duplication in the next fiscal year), except to the extent that such prepayments are funded with long-term Indebtedness (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this [Section 2.05(b)(iii)] for any prior fiscal year).