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).

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 ​ shall, subject to Sections 2.07(b)(v) and (b)(vi), prepay an aggregate principal amount of Term Loans equal to,

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.

Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers 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 # at the Lead Borrower’s option, 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 # [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), # at the Lead Borrower’s option, all voluntary prepayments, repurchases or redemptions of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, # at the Lead Borrower’s option, all voluntary prepayments, repurchases or redemptions of any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under [Section 7.03(g)] and any other Indebtedness (in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment) in each case, secured on a pari passu basis with the Initial Term Loans and Incremental Amendment No. 1 Term Loans and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans and Incremental Amendment No. 1 Term Loans (except to the extent financed with proceeds of long-term funded Indebtedness (other than revolving loans)) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (provided that, any such voluntary prepayments described in the [foregoing clauses (1) through (3)] that have not been applied to reduce the prepayments which may be due from time to time pursuant to this [Section 2.05(b)(i)] shall be carried over to subsequent fiscal years, and may reduce the prepayments due from time to time pursuant to this [Section 2.05(b)(i)] during such fiscal years, until such time as such voluntary prepayments have been used to reduce such prepayments which may be due from time to time), # the amount of Capital Expenditures or acquisitions of IP Rights to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility), # the aggregate amount of all principal payments of Indebtedness of the Lead Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including # the principal component of payments in respect of Financing Leases, # the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and # any mandatory prepayment of Term Loans pursuant to [Section 2.05(b)(ii)] to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding # all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and # all prepayments in

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: