Common use of Mandatory Clause in Contracts

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.

Mandatory. (i) Within ten the later of five (105) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) for each fiscal year and ninety (90) days after the related Compliance Certificate has been delivered pursuant to Section 6.02(aend of such fiscal year (commencing with the fiscal year ending December 31, 2017), the Borrower Borrowers shall, subject to clause clauses (b)(vi) and (b)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness))Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of Revolving Credit Loans and loans under any other revolving credit facility secured by the time Collateral in whole or in part on a pari passu basis (but without regard to control of remedies) with the payment pursuant Revolving Credit Facilities during such fiscal year or after year-end and prior to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent the Revolving Credit Commitments or such other revolving credit facility commitments commitments, as applicable, are permanently reduced by the amount of such paymentspayments and, and in the case of each of the immediately preceding clauses (x1), (2) and (y3), to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany Indebtedness); provided provided, however, that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(hshall only be required in the amount (if any) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from by which the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the for such fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00exceeds $30,000,000.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(vi), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due (including, in the time the payment case of Term Loans prepaid pursuant to this (x) Section 2.05(b2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (4) the amount equal to all payments in cash actually paid by the Borrower in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (x1), (2), (3) and (y4), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that that, to the extent any prepayments described deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year; provided further that the Consolidated First Lien Net Leverage Ratio in this the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) are made at a discount to par pursuant to any purchases above that is paid or assignments of otherwise realized or accounted for after the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) end of the applicable Loans or other Indebtedness subject fiscal year but prior to the making of the Excess Cash Flow payment required for such purchase or assignment will be deducted from the ECF Payment Amount fiscal year. Prepayments pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of the Excess Cash Flow for such fiscal year is greater than $15,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $15,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with financial statements for the fiscal year ending December 31, 2014; provided that the Excess Cash Flow for the fiscal year ending December 31, 2014 shall be calculated solely with respect to each full fiscal quarter therein occurring after the Closing Date) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause clauses (b)(vib)(v) and (vi) of this Section 2.052.03, prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2013 fiscal year) covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans made pursuant to this clause (B) in respect of the prior yearSection 2.03(a)(i) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.03(a)(iv) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), Term Loans and only to the extent that such Loans have been cancelled) and voluntary prepayments of the Senior Notes and (yii) all voluntary prepayments of loans under the ABL Credit Agreement and any other revolving loans facility that are secured on a pari passu basis with the Term Loans during such fiscal year is secured, in whole or in part (in each case, to the extent not deducted pursuant this clause (B) accompanied by a permanent reduction in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duecorresponding revolving commitments), in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), made during such fiscal year (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 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Excluded Proceeds; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.025% if the Total Secured Net First Lien Leverage Ratio as of the last day end of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 3.25 to 1.00 and greater than 2.50:1.00 2.75 to 1.00 and (y) the ECF Percentage shall be 0% if the Total Secured Net First Lien Leverage Ratio as of the last day end of the fiscal year covered by such financial statements was less than or equal to 2.50:1.002.75 to 1.00.

Mandatory. (i) Within ten the later of five (105) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) for each fiscal year and ninety (90) days after the related Compliance Certificate has been delivered pursuant to Section 6.02(aend of such fiscal year (commencing with the fiscal year ending December 31, 2021), the Borrower Borrowers shall, subject to clause clauses (b)(vi) and (b)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness))Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of Revolving Credit Loans and loans under any other revolving credit facility secured by the Collateral in each case whole or in part on a pari passu basis (but without regard to control of remedies) with the Revolving Credit Facilities 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 or such other revolving credit facility commitments commitments, as applicable, are permanently reduced by the amount of such payments, (4) without duplication of the amounts deducted in prior fiscal years, the amount of Restricted Payments paid in cash, (5) without duplication of amounts deducted in prior fiscal years, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.06), (6) without duplication of amounts deducted in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period and (7) without duplication of amounts deducted in prior fiscal years, and at the option of the Parent Borrower, (i) the aggregate consideration required to be paid in cash by the Parent Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to the date on which a mandatory prepayment for such period is due pursuant to Section 2.05(b)(i) and (ii) any planned cash expenditures by the Parent Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of the preceding clauses (i) and (ii), relating to Permitted Acquisitions or other investments, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any Restricted Subsidiary) of such Permitted Acquisitions or other investments, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, permitted scheduled payments, repurchases or redemptions of Indebtedness that were permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions during such following period of four consecutive fiscal quarters is less than the Contract Consideration and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid prior to the date that the Excess Cash Flow payment for such period is due (except to the extent such repayment was financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness))), the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such period of four consecutive fiscal quarters, in the case of each of the immediately preceding clauses (x1), (2), (3), (4), (5), (6) and (y7), to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany Indebtedness); provided provided, however, that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(hshall only be required in the amount (if any) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from by which the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the for such fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00exceeds $50,000,000.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), If the Borrower shall, subject or any Subsidiary shall at any time or from time to clause (b)(vi) time make or agree to make a Disposition or shall suffer an Event of this Section 2.05, prepay an aggregate principal amount Loss with respect to any Property which results in Net Cash Proceeds in excess of Term Loans $5,000,000 individually or on a cumulative basis in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the any fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31of Holdings, 2017) minus (B) the sum of then (x) all voluntary prepayments and cancellations the Borrower shall promptly notify the Administrative Agent of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect proposed Disposition or Event of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due Loss (including the amount of any voluntary prepayments the estimated Net Cash Proceeds to be received by the Borrower or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid such Subsidiary in respect of the principal amount of such Indebtedness)), thereof) and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with no later than five (5) Business Days following receipt by the Term Loans during such fiscal year (to Borrower or the extent not deducted pursuant this clause (B) in respect Subsidiary of the prior year) Net Cash Proceeds of such Disposition or after such fiscal year end and prior Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by 100.0% of the amount of all such payments, and Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the immediately preceding clauses applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower and its Subsidiaries (x) and (yother than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower’s notice within such 365-day period (or such extension period). Promptly after the end of such 365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for the applicable fiscal year not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full (such prepayments are not financed with being applied ratably to the proceeds remaining installments of other long term Indebtedness principal (other than revolving or intercompany Indebtednessthe final payment paid on the Term Loans on the Term Loan Maturity Date); provided that ), then to the extent any prepayments described Revolving Loans until paid in this clause full (B) are made at without a discount to par pursuant to any purchases or assignments corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans pursuant and then to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) Cash Collateralize Letters of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00Credit.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to be offered to be prepaid in accordance with clause (b)(vib)(ix) of this Section 2.05below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is made (including, in the time the payment case of Term Loans prepaid pursuant to this Section 2.05(b2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction”, (2) all voluntary prepayments, repurchases or redemptions of loans under the ABL Facility during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including to the extent the commitments under the ABL Facility are permanently reduced by the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), payments and (y3) all voluntary prepayments prepayments, repurchases or redemptions of Senior Notes and 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 loans that are 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not deducted pursuant this clause expensed and Capitalized Software Expenditures accrued or made (Bor committed to be made) in cash during such period or, at the option of the 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 ABL Facility), (5) cash payments by the Borrower and its respective Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the prior yearBorrower and its respective Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash or borrowings under the ABL Facility, (6) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its respective Restricted Subsidiaries during such period or, at the option of the Borrower, made after such fiscal year end period and prior to the time date the payment pursuant to this Section 2.05(b) Excess Cash Flow prepayment is due, in each case due (it being understood that to the extent such revolving credit facility commitments Investments and acquisitions are permanently reduced by not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to Section 7.02 (other than Section 7.02(a), (c), or (x)), to the extent financed with internally generated cash or borrowings under the ABL Facility and (7) the amount of Restricted Payments paid in cash (or committed to be paid) during such paymentsperiod or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(i) (clauses (i), (ii) or (iii) only) or Section 7.06(g), to the extent financed with internally generated cash or borrowings under the ABL Facility, in the case of each of the immediately preceding clauses (x1) and through (y7), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount repayments pursuant to this clause Section 2.05(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than the greater of $100,000,000 and 10% of Consolidated EBITDA (B); provided, further, that (x) the ECF Percentage and only such excess amount shall be 25.0% if applied to the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00payment thereof).

Mandatory. (i) Within ten (10) 10 Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shallshall prepay, subject to clause (b)(vi) of this Section 2.052.05(d), prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements Fiscal Year (commencing with the fiscal year ending Fiscal Year ended on December 3129, 2017) 2014), minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary cash prepayments or cancellation of the Term LoansLoans made pursuant to Section 2.05(a) during such Fiscal Year, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made including any prepayment at a discount to par (pursuant to Section 2.05(a)(vi) in an amount equal not to exceed the actual cash amount of the repayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the discounted following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount actually paid in respect of any cash prepayment of the principal Term Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment, (3) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such Indebtednessreduction), the amount of any cash prepayments of the Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), and (y4) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all voluntary prepayments or any amount of revolving loans any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that are is secured by the Collateral on a pari passu basis with the Term Loans during such fiscal year (Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not deducted pursuant this to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness; provided that in each case under clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueabove, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed no voluntary prepayment funded with the proceeds of other long term an incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof (other than Revolving Credit Loans hereunder or loans under any other revolving or intercompany Indebtedness); provided that facility available to the extent Borrower or any prepayments described in this of its Restricted Subsidiaries) may be applied pursuant to clause (B) are made at a discount above to par pursuant to any purchases or assignments reduce the amount of the Loans pursuant to prepayment required under this Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B2.05(b)(i); provided, further, that (xthe prepayment set forth in this subsection 2.05(b)(i) shall apply solely to the ECF Percentage shall be 25.0% if extent that after giving effect thereto, the Total Net First Lien Leverage Ratio as Available Liquidity of the last day of the fiscal year covered by such financial statements was less than Borrower and its Restricted Subsidiaries shall equal or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00exceed $500,000,000.

Mandatory. (i) Within i. For any Excess Cash Flow Period, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all the aggregate amount of voluntary principal prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end Loans made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the time date on which the payment pursuant relevant Excess Cash Flow prepayment is or would be required to this Section 2.05(b) is due be made (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an and open market purchases, with credit given for the actual amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and cash payment) (y) all voluntary except prepayments of revolving loans Loans under any Revolving Tranche that are secured on not accompanied by a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect corresponding permanent commitment reduction of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueRevolving Tranches), in each case other than to the extent that any such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long long-term Indebtedness and (other than revolving or intercompany Indebtedness2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) and (ix); provided that to the extent such percentage in respect of any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage Excess Cash Flow Period shall be 25.0reduced to 25% or 0% if the Total Net Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by to which such financial statements Excess Cash Flow Period relates was equal to or less than 4.50:1.00 or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage 4.00:1.00, respectively; provided further that no prepayment shall be 0% if required with respect to any Excess Cash Flow Period to the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by extent Excess Cash Flow for such financial statements was period is less than or equal to 2.50:1.00$10,000,000.

Mandatory. (i) Within ten (10) Business Days after No later than five days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans during such fiscal year (to in each case secured by the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured Collateral on a pari passu basis with the 2018 Refinancing Term Loans and 2021 Incremental Term Loans), (2) the amount actually paid (but in no event exceeding par) in respect of Term Loans (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term Loans and 2021 Incremental Term Loans) purchased pursuant to Section 2.14 and Section 2.15 and (3) all voluntary prepayments of 2021 Refinancing Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments 2021 Refinancing Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and through (y3), to the extent such prepayments are not financed funded with Internally Generated Cash of the applicable Borrower(s) (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the proceeds Obligations under 2018 Refinancing Term Loans, 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans, pursuant to the terms of other long term the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than revolving or intercompany Indebtedness); provided Term Loans that are junior to the extent any prepayments described 2018 Refinancing Term Loans and 2021 Incremental Term Loans in this clause (Bright of payment or right of security) are made and Other Applicable Indebtedness at a discount such time; provided, that the portion of such ECF Prepayment Amount allocated to par the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to any purchases the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or assignments right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount that would have otherwise been required pursuant to this clause (B)Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (xand in any event within ten (10) Business Days after the ECF Percentage shall date of such rejection) be 25.0% if applied to prepay the Total Net First Lien Leverage Ratio as Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans in right of payment or right of security) in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) or (b) (commencing with the first full fiscal quarter completed after the Closing Date) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), (the “ECF Date”), the Borrower shall, subject shall cause to be offered to be prepaid in accordance with clause (b)(vi) of this Section 2.05and (viii) below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) Applicable Cash Percentage of Excess Cash Flow, if any, for the fiscal year quarter covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) quarter or after such fiscal year quarter-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to Section 2.04(a)(iv), Refinancing Equivalent Debt and Incremental Equivalent Debt the actual purchase price paid in cash pursuant thereto) (excluding prepayments, repurchases or redemptions to the extent funded with the proceeds of long-term funded indebtedness (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtednessloans)), and (y2) all voluntary prepayments prepayments, repurchases or redemptions of loans under the ABL Facility during such fiscal quarter or after quarter-end and prior to when such Excess Cash Flow prepayment is due to the extent accompanied by a permanent reduction of the corresponding commitment, and (3) all voluntary prepayments, repurchases or redemptions of any Secured Notes, Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness (including other revolving loans that are credit facilities), in each case, secured on a pari passu basis with the Initial Term Loans Loans, and, in the case of any of the foregoing, prepaid during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) quarter or after such fiscal year quarter-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is duedue (but, in each the case of any voluntary prepayments, repurchases or redemptions in respect of any revolving credit facilities, to the extent such accompanied by a permanent reduction of the corresponding commitment) (excluding prepayments, repurchases or redemptions to the extent funded with the proceeds of long-term funded Indebtedness (other than revolving credit facility commitments are permanently reduced by the amount of such paymentsloans)), and in the case of each of the immediately preceding clauses (x1) through (3), without duplication of any deduction from Excess Cash Flow in any prior period; provided that prepayments pursuant to this Section 2.04(b)(i) shall only be required if the positive difference between clauses (A) and (y), to the extent B) above for such prepayments are not financed with the proceeds fiscal quarter exceeds $5,000,000 (and then such prepayment shall only be required in respect of other long term Indebtedness (other than revolving or intercompany Indebtednesssuch excess amount); provided that if at the time that any such prepayment would be required, the Borrower is required to the extent any prepayments described in this clause (B) are made at offer to repurchase or make a discount to par pursuant payment with respect to any purchases or assignments of Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) terms of the applicable documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Term Loans) with such Excess Cash Flow (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis (to the Term Loans or other and Other Applicable Indebtedness subject to determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (Btime); provided, further, that (xa) the ECF Percentage portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow shall be 25.0% if allocated to the Total Net First Lien Leverage Ratio as Term Loans in accordance with the terms hereof to the prepayment of the last day Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the fiscal year covered by such financial statements was less than or equal Term Loans that would have otherwise been required pursuant to 3.00:1.00 and greater than 2.50:1.00 this Section 2.04(b)(i) shall be reduced accordingly and (yb) to the ECF Percentage extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be 0% if applied to prepay the Total Net First Lien Leverage Ratio as of Term Loans in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to be offered to be prepaid in accordance with clause (b)(vib)(ix) of this Section 2.05below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is made (including, in the time the payment case of Term Loans prepaid pursuant to this Section 2.05(b2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction”, (2) all voluntary prepayments, repurchases or redemptions of loans under the ABL Facility during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including to the extent the commitments under the ABL Facility are permanently reduced by the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), payments and (y3) all voluntary prepayments prepayments, repurchases or redemptions of Senior Notes and 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 loans that are 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 the Second Amendment Incremental Term Loans, and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans and the Second Amendment Incremental 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, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not deducted pursuant this clause expensed and Capitalized Software Expenditures accrued or made (Bor committed to be made) in cash during such period or, at the option of the 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 ABL Facility), (5) cash payments by the Borrower and its respective Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the prior yearBorrower and its respective Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash or borrowings under the ABL Facility, (6) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its respective Restricted Subsidiaries during such period or, at the option of the Borrower, made after such fiscal year end period and prior to the time date the payment pursuant to this Section 2.05(b) Excess Cash Flow prepayment is due, in each case due (it being understood that to the extent such revolving credit facility commitments Investments and acquisitions are permanently reduced by not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) and paid (or committed to be paid) in cash pursuant to Section 7.02 (other than Section 7.02(a), (c), or (x)), to the extent financed with internally generated cash or borrowings under the ABL Facility and (7) the amount of Restricted Payments paid in cash (or committed to be paid) during such paymentsperiod or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(i) (clauses (i), (ii) or (iii) only) or Section 7.06(g), to the extent financed with internally generated cash or borrowings under the ABL Facility, in the case of each of the immediately preceding clauses (x1) and through (y7), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount repayments pursuant to this clause Section 2.05(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than the greater of $100,000,000 and 10% of Consolidated EBITDA (B); provided, further, that (x) the ECF Percentage and only such excess amount shall be 25.0% if applied to the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00payment thereof).

Mandatory. (i) Within ten (10) Subject to Section 2.05(b)(ix), within five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2017) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of First Lien Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause Section 2.05(a)(v) or (Bcomparable section) in respect of the prior year) or after First Lien Credit Agreement and Term Loans made during such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in each case, in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of First Lien Term Loans or such Indebtedness))Term Loans, as the case may be, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of First Lien Term Loans made during such fiscal year pursuant to Section 2.05(a) (or any comparable section) of the First Lien Credit Agreement and Term Loans made pursuant to Section 2.05(a) during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior or, without duplication across periods, after year) or after such fiscal year -end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x) and First Lien Term Loans pursuant to Section 10.07(l)(x) (or any comparable section) of the First Lien Credit Agreement, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (5) all voluntary prepayments of Revolving Credit Loans (if any) incurred on the Closing Date to finance any upfront fees implemented pursuant to the “market flex” provisions of the Fee Letter, in the case of each of the immediately preceding clauses (x1), (2), (3), (4) and (y5), except to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) Excess Cash Flow prepayment for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the succeeding fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00year.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrower shallshall cause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) and ‎(ix) below, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (BA) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to ‎(x) Section 2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (1) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (or after year-end 128 and prior to when such Excess Cash Flow prepayment is due to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments Revolving Credit Commitments are permanently reduced by the amount of such payments, (1) 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (1) the amount of Capital Expenditures or acquisitions of intellectual property 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 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), (1) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to ‎Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (1) cash payments by the Borrower and its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (1) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to ‎Section 7.02 (other than ‎Section 7.02(a), ‎(c) or ‎(x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (1) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to ‎Section 7.06(i) (clauses ‎(i), ‎(ii) or ‎(iii) only) or ‎Section 7.06(g), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (1) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (1) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, 129 paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (1) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses ‎(1) through (x) and (y11), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of ECF Prepayment Amount for such fiscal year is greater than $25,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $25,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten (10) i)Within five Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section 6.02(a), the Borrower shall, subject except in the case of Fiscal Year of Holdings ending April 3, 2021 (with respect to clause (b)(vi) of which no prepayment shall be required pursuant to this Section 2.05, 2.03(b)(i)) prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the excess (if any) of (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements Fiscal Year of Holdings (commencing with the fiscal year Fiscal Year ending on December 31February 23, 20172013) minus covered by (or which would have been covered by) such financial statements over (B) the sum aggregate principal amount of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans prepaid or repaid pursuant to this clause (B) in respect of the prior yearSection 2.03(a) or after Section 2.05(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such fiscal year end and financial statements or in the subsequent Fiscal Year prior to the time the date of any required payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)2.03(b)(i), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses except (x) and (ywith respect to any prepayments or repayments pursuant to Section 2.03(a), to the extent such prepayments are not financed or repayments occurred in connection with a refinancing of such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (b)(v) below), (y) with respect to any prepayments or repayments pursuant to Section 2.05(a) that were made with the proceeds of other long term Indebtedness loans under the ABL Facility (other than revolving or intercompany Indebtednessthe “ABL Proceeds Loans”); provided that , to the extent any prepayments described in this clause such ABL Proceeds Loans have not been repaid (Bor been repaid with a refinancing of such Loans with other Indebtedness) are made at a discount on or prior to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of Holdings’ Fiscal Year ending March 30, 2019 or (z) if an amount is deducted pursuant to a payment made in a subsequent Fiscal Year, the fiscal year covered by same amount may not be deducted in the calculation of Excess Cash Flow in the subsequent Fiscal Year; provided that (1) such financial statements was percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than or 2.50 to 1.00 but greater than 2.00 to 1.00 and (2) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was or less than or equal 2.00 to 2.50:1.001.00.

Mandatory. (i) Within ten (10) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus (B) at the option of the Borrower (without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period) (x) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y1) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) date such Excess Cash Flow prepayment is due, in each case and (2) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to the date such Excess Cash Flow prepayment is due, to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Revolving Commitment Increase, as the case may be, are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1) and (2) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisethe date such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); providedExcess Cash Flow prepayment for the succeeding fiscal year, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as incremental reserves of the last day BD Subsidiary in an aggregate amount for any Excess Cash Flow Period equal to the lesser of (1) the amount that is necessary to meet the capital reserve requirements of the fiscal year covered by BD Subsidiary for such financial statements was less than or equal to 2.50:1.00period and (2) $5,000,000.

Mandatory. (i) Within ten The Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (10A) Business Days after financial statements have been delivered the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) any sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a5.02(b), but including the Borrower shallNet Cash Proceeds from the issuance of Senior Notes in excess of the amount of such Net Cash Proceeds required to repay the Bridge Loan Facility), subject and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (b)(viA) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of this Section 2.05the business within 18 months of receipt of such proceeds), prepay an aggregate principal amount of the Term Loans Loan Advances comprising part of the same Term Loan (with application to be made in accordance with clause (ii) below, in an aggregate amount (the “ECF Payment Amount”) equal to the amount of such Net Cash Proceeds, provided, however, that with respect to any payment referred to in clause (A) 50.0% (such percentage as it may be reduced as described belowabove, the “ECF Percentage”Net Cash Proceeds from the sale of Collateral (other than as set forth in clauses (i), (ii), (iii) or (iv) of Excess Cash Flowthe definition of Certain Permitted Dispositions) in which the lenders under the Revolving Credit Facility have a prior lien shall first be applied to repay advances, if any, for under the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00Revolving Credit Facility.

Mandatory. (i) Within ten Commencing with the fiscal year ended December 31, 2020, within five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related applicable Compliance Certificate for such fiscal year has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”), the Borrower Borrowers shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations or repurchases in cash of (x) Term Loans, Refinancing Equivalent Debt and Loans or Incremental Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described in clause (2)), or (y) any refinancing, replacement or extension of any of the foregoing (in each case, including any debt buyback conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time ECF Payment Date (limited in the payment pursuant to this Section 2.05(b) is due (including the amount case of any voluntary prepayments made pursuant to Section 2.05(a)(v), Section 10.07(k) or cancellation Section 10.07(l), and in the case of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) repurchases of Indebtedness made at a discount to par (in an amount equal par, to the discounted amount actually paid in cash in respect of the principal amount of such IndebtednessTerm Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), and (y2) all voluntary prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans that are secured on a pari passu basis with the Term Loans constituting First Lien Obligations during such fiscal year (to the extent not deducted pursuant from Excess Cash Flow in any prior period or this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) is dueECF Payment Date, in each case to the extent the ABL Revolving Credit Commitments, the Revolving Credit Commitments or revolving commitments in respect of such other revolving credit facility commitments loans, as the case may be, are permanently reduced by the amount of such payments, and (3) all voluntary prepayments in cash of the any ABL Revolving Loans made on the Closing Date to account for any OID or upfront fees, and, in the case of each of the immediately preceding clauses (xB)(1) and through (yB)(3), except to the extent such prepayments payments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving Indebtedness) of a Borrower or intercompany Indebtedness)any of its Restricted Subsidiaries; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(hin respect of any fiscal year shall only be required in the amount (if any) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to by which aggregate amount that would otherwise be due for such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)fiscal year exceeds $15,000,000; provided, further, that (x) to the ECF Percentage shall be 25.0% if extent the Total Net First Lien Leverage Ratio as sum of the last day amounts specified in clause (B) exceed the prepayments required to be made pursuant to clause (A), the full amount of the fiscal year covered by any such financial statements was less than or equal to 3.00:1.00 excess shall carry over and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio deducted from required payments in subsequent years until such time as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00no excess remains.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) of this Section 2.05and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Revolving Credit Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due to the extent (including x) financed with internally generated cash or the amount proceeds of any voluntary prepayments Revolving Credit Loans or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (any other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit facility loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent 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 the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent 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 (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent 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) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (x1) and through (y12), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in shall only be required under this clause (BSection 2.05(b)(i) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from if the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the relevant fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and equals an amount that is greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00$50,000,000.

Mandatory. (i) Within ten five (105) 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, subject shall cause to be offered to be prepaid in accordance with clause (b)(vi) of this Section 2.05and (ix) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to (x) Section 2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) the amount of Capital Expenditures or acquisitions of intellectual property 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 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), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to Section 7.02 (other than Section 7.02(a), (c) or (x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(i) (clauses (i), (ii) or (iii) only) or Section 7.06(g), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (9) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses (x1) and through (y11), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of ECF Prepayment Amount for such fiscal year is greater than $25,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $25,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2022) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to be offered to be prepaid in accordance with clause (b)(vib)(ix) of this Section 2.05below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such Indebtedness)time), and (y2) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) all voluntary prepayments, repurchases or redemptions of any 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) 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 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), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Capital Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and the Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to Section 7.02, to the extent financed with internally generated cash, (8) the amount of Restricted Payments paid in cash (or committed to be paid) pursuant to Section 7.06 (other than clauses (d), (h)(ii) (except with respect to usage of any portion of the Starter Basket) and (l)(ii)) during such period or, at the option of the Borrower, paid 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 paid 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, (9) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses (x1) and through (y11), to the extent such prepayments are not financed funded with the proceeds internally generated cash and, without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that, that no Excess Cash Flow payment shall be required if Excess Cash Flow during such year is equal to or less than $25,000,000, at which time the extent any prepayments described amount in this clause (B) are made at a discount to par pursuant to any purchases or assignments excess of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise$25,000,000, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant offered to this clause (Bbe prepaid as provided in Section 2.05(b)(i); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) are required to have been delivered (commencing with the fiscal year ending December 31, 2021), the Borrower shallshall cause to be offered to be prepaid (the date such prepayment is made, subject to the “Excess Cash Flow Prepayment Date”) in accordance with clause (b)(viix) of this Section 2.05below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such Indebtedness)time up to the actual cash purchase price thereof), and (y2) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans constituting Permitted First Priority Debt during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent the commitments in respect of such revolving credit facility commitments loans constituting Permitted First Priority Debt are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed with the proceeds of other long long-term Indebtedness and without duplication of any such deduction from Excess Cash Flow or any prepayment amount required under this clause (other than revolving or intercompany Indebtedness)b) in any prior period; provided that provided, that, notwithstanding the foregoing, prepayments of Term Loans under this Section 2.05(b)(i) shall be required only to the extent any prepayments the amount calculated above, after giving effect to the deductions described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or above, is greater than $2,500,000 (m) or otherwise, with only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness such excess amount being subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to prepayment under this clause (BSection 2.05(b)(i); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (yi) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due (including the time the payment aggregate principal amount of Term Loans prepaid pursuant to this Section 2.05(b2.05(a)(iv) during such time) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.025% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 4.00:1.00 and greater than 2.50:1.00 3.25:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 2.50:1.003.25:1.00; provided, further, any deductions pursuant to clause (i) or (ii) above with respect to prepayments made after the end of a fiscal year shall not be deducted again when calculating the prepayment required to be made pursuant to this Section 2.05(b)(i) for the immediately succeeding fiscal year pursuant to clause (i) or (ii) above.

Mandatory. (i) Within ten (10) 10 Business Days after financial statements have been delivered (or, if later, required to be delivered) pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or, if later, required to be delivered) pursuant to Section 6.02(a6.02(b), the Borrower shallshall prepay, subject to clause (b)(vi) of this Section 2.052.05(c), prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending ended on December 31, 2017) 2015), minus (B) the sum of (x1) all voluntary the amount of any cash prepayments and cancellations of the Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made pursuant to Section 2.05(a) during such fiscal year (and not previously applied by the Borrower in such fiscal year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the immediately preceding fiscal year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment, (3) solely to the extent not deducted the Revolving Credit Commitments are reduced pursuant to this clause (BSection 2.06(a) in respect connection therewith (and solely to the extent of the prior year) or after amount of such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including reduction), the amount of any voluntary cash prepayments or cancellation of Term Loans, Refinancing Equivalent Debt the Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year (and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (not previously applied by the Borrower in an amount equal such fiscal year pursuant to the discounted amount actually paid following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding fiscal year), (4) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in respect connection therewith (and solely to the extent of the principal amount of such Indebtedness)reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such fiscal year and on or prior to the date of such prepayment and (y5) all voluntary prepayments the portion of revolving loans the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that are is secured on a pari passu basis with the Obligations on a no more than pro rata basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this Loans; provided that in each case under clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueabove, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed no voluntary prepayment funded with the proceeds of other long term an incurrence of Indebtedness (other with a maturity date more than revolving or intercompany Indebtedness); provided that twelve months from the date of incurrence thereof may be applied pursuant to the extent any prepayments described in this clause (B) are made at a discount above to par pursuant to any purchases or assignments reduce the amount of the Loans pursuant to prepayment required under this Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (2.05(b)(i); and not the par amount) of the applicable Loans or other Indebtedness subject to provided further that such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this percentage in clause (B); provided, further, that A) above shall be reduced to (x) the ECF Percentage shall be 25.025% if the Total Net First Lien Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements was equal to or less than or equal to 3.00:1.00 2.50:1.00 and greater than 2.50:1.00 2.00:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements was equal to or less than or equal to 2.50:1.002.00:1.00.

Mandatory. (i) Within ten (10) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Amendment and Restatement Effective Date occurs) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) Facilities equal to the excess (if any) of (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus ECF Period then ended over (B) the sum of (x1) all voluntary prepayments and cancellations the aggregate principal amount of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year ECF Period (for the avoidance of doubt, including the aggregate principal amount of term loans under the Original Credit Agreement voluntarily prepaid during such ECF Period on or before the Amendment and Restatement Effective Date) and (2) solely to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (solely to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (yreduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to the extent Section 2.05(a)(i) during such ECF Period (such prepayments are not financed with the proceeds of other long term Indebtedness to be applied as set forth in clause (other than revolving or intercompany Indebtednessiv) below); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (xA) the ECF Percentage shall be 25.025% if the Total Net First Lien Consolidated Leverage Ratio as at the end of the last day of the fiscal year ECF Period covered by such financial statements was is less than or equal to 3.00:1.00 and greater than 2.50:1.00 2.25:1.00 and (yB) the ECF Percentage shall be 0% if the Total Net First Lien Consolidated Leverage Ratio as at the end of the last day of the fiscal year ECF Period covered by such financial statements was is less than or equal to 2.50:1.002.25:1.00.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such revolving credit facility commitments fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Revolving Commitment Increase, as the case may be, are permanently reduced by the amount of such payments, and (4) the amount equal to all payments in cash actually paid by the Borrower in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (x1), (2), (3) and (y4), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that that, to the extent any deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year and, for the avoidance of doubt, any such voluntary prepayments described referred to in each of the immediately preceding clauses (1), (2), (3) and (4) and any cash expenditures referred to in the immediately succeeding proviso that have not been applied to reduce the payments which may be due from time to time pursuant to this Section 2.05(b)) shall be carried over to subsequent periods, and may reduce the payments due from time to time pursuant to this Section 2.05(b) during such subsequent periods, until such time as such voluntary prepayments reduce such payments which may be due from time to time); provided further that any such Excess Cash Flow referred to in this Section 2.05(b) prepayment amount shall, at the option of the Borrower, in each case without duplication of any such reduction from the definition of “Excess Cash Flow” by such amounts, be reduced on a dollar-for-dollar basis for such fiscal year by the aggregate amount of clauses (b)(ii), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv) and (xvi) of the definition of “Excess Cash Flow” for such fiscal year; provided further that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) are made at a discount to par pursuant to any purchases above that is paid or assignments of otherwise realized or accounted for after the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) end of the applicable Loans or other Indebtedness subject fiscal year but prior to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as making of the last day Excess Cash Flow payment required for such Fiscal Year. Prepayment of any Term Loans shall only be required under this Section 2.05(b)(i) with respect to the fiscal year covered by amount (if any) of Excess Cash Flow for such financial statements was less than or equal period in excess of $5,000,000 and solely to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as amount of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00required prepayment in excess thereof.

Mandatory. (i) Within ten (10) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending on December 31, 2017) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2017, the third and fourth quarters of such fiscal year) covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) date such Excess Cash Flow prepayment is due, in each case (2) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or after year-end and prior to the date such Excess Cash Flow prepayment is due, and (3) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to the date such Excess Cash Flow prepayment is due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1), (2) and (y3), except to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that that, to the extent any voluntary prepayments described in this clause (B) of Loans made during the current fiscal year are made at a discount applied to par reduce the Excess Cash Flow payment for the prior fiscal year pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(vforegoing clauses (1), (2) or Section 10.07(h) or and (m) or otherwise3), only the purchase price (and then such prepayments shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B)Excess Cash Flow prepayment for the current fiscal year; provided, further, further that (xno prepayment under this Section 2.05(b) the ECF Percentage shall be 25.0% if required to the Total Net First Lien Leverage Ratio as of extent that the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00amount thereof would not exceed $5,000,000.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (such date, the “ECF Payment Date”), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (statements, commencing with the fiscal year ending on December 31, 2017) 2018, minus (B) the sum of (x1) all the aggregate amount of voluntary principal prepayments of the Loans (excluding amounts repaid pursuant to Section 2.05(a)(v) in excess of the actual cash amount paid in any such repayment), (2) the portion of the Excess Cash Flow for such fiscal year applied to prepay, redeem or purchase other Indebtedness having Pari Passu Lien Priority to the extent such other Indebtedness and cancellations the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment, redemption or purchase thereof with excess cash flow, in each case on a not more than pro rata basis with the prepayments of Term LoansLoans with Excess Cash Flow for such fiscal year hereunder (subject to each Lender’s option to decline to accept such prepayment pursuant to Section 2.05(c)), Refinancing Equivalent Debt in the case of each clauses (1) and Incremental Equivalent Debt (2) above, (I) during such fiscal year (to the extent which, in any event, shall not deducted include any designated prepayment pursuant to this clause (BII) in respect below) and (II) during the period beginning with the day following the last day of the prior year) or after such fiscal year end and prior ending on the ECF Payment Date and stated by the Borrower to the time the payment be prepaid pursuant to this Section 2.05(b2.05(b)(i)(B)(II) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y3) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueFirst Lien ECF Prepayment Amount, in each case other than to the extent that any such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed prepayment is funded with the proceeds of long-term Indebtedness, or the proceeds of any Asset Sale or other long term Indebtedness disposition of assets to the extent that, under clause (other than revolving ii) below, the applicable Loan Party would otherwise have been required or intercompany Indebtedness)permitted to reinvest the Net Cash Proceeds of such Asset Sale or disposition or to apply such Net Cash Proceeds to the prepayment of Loans; provided that such percentage shall be reduced to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Consolidated Senior Secured Debt Ratio as of the last day of the fiscal year covered by such financial statements most recently ended prior to the applicable ECF Payment Date was less than or equal to 3.00:1.00 and greater than 2.50:1.00 5.25:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Consolidated Senior Secured Debt Ratio as of the last day of the fiscal year covered by such financial statements most recently ended prior to the applicable ECF Payment Date was less than 4.25:1.00); provided that until the Discharge of Senior Priority Obligations, no mandatory prepayments of Loans shall be required under this Section 2.05(b)(i), except to the extent of mandatory prepayments pursuant to Section 2.05(b)(i) of the First Lien Credit Agreement or equal the equivalent provision in the documentation governing any other Indebtedness having Senior Lien Priority declined by the lenders thereunder, and only to 2.50:1.00the extent such mandatory prepayment of Loans is not prohibited by the First Lien Credit Agreement or the documentation governing any other Indebtedness having Senior Lien Priority.

Mandatory. (i) Within ten Commencing with the fiscal year ended December 31, 2022, within five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related applicable Compliance Certificate for such fiscal year has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”), the Borrower Borrowers shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations or repurchases in cash of (x) Term Loans, Refinancing Equivalent Debt and Loans or Incremental Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described in clause (2)), or (y) any refinancing, replacement or extension of any of the foregoing (in each case, including any debt buyback conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time ECF Payment Date (limited in the payment pursuant to this Section 2.05(b) is due (including the amount case of any voluntary prepayments made pursuant to Section 2.05(a)(v) or cancellation Section 10.07(l), and in the case of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) repurchases of Indebtedness made at a discount to par (in an amount equal par, to the discounted amount actually paid in cash in respect of the principal amount of such IndebtednessTerm Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), and (y2) all voluntary prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans that are secured on a pari passu basis with the Term Loans constituting First Lien Obligations during such fiscal year (to the extent not deducted pursuant from Excess Cash Flow in any prior period or this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) is dueECF Payment Date, in each case to the extent the ABL Revolving Credit Commitments, the Revolving Credit Commitments or revolving commitments in respect of such other revolving credit facility commitments loans, as the case may be, are permanently reduced by the amount of such payments, (3) the amount of Investments (other than Investments in the Borrowers or any of its Restricted Subsidiaries) made in cash during such period, and including, in each case, the payment of any related earnout or similar payment related to any such Investment during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to the ECF Payment Date and (4) the amount of Restricted Payments (other than Restricted Payments made in reliance on Section 7.06(a) and 7.06(b)(xviii)) paid in cash during such period to any Person that is not the Parent Borrower or a Restricted Subsidiary (including, in each case, the payment of any related earnout or similar payment related to any such Restricted Investment) during such fiscal year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to the ECF Payment Date and, in the case of each of the immediately preceding clauses (xB)(1) and through (yB)(4), except to the extent such prepayments payments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving Indebtedness) of a Borrower or intercompany Indebtedness)any of its Restricted Subsidiaries; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(hin respect of any fiscal year shall only be required in the amount (if any) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to by which aggregate amount that would otherwise be due for such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)fiscal year exceeds $15,000,000; provided, further, that (x) to the ECF Percentage shall be 25.0% if extent the Total Net First Lien Leverage Ratio as sum of the last day amounts specified in clause (B) exceed the prepayments required to be made pursuant to clause (A), the full amount of the fiscal year covered by any such financial statements was less than or equal to 3.00:1.00 excess shall carry over and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio deducted from required payments in subsequent years until such time as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00no excess remains.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(vi), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due (including, in the time the payment case of Term Loans prepaid pursuant to this (x) Section 2.05(b2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (4) the amount equal to all payments in cash actually paid by the Borrower in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (x1), (2), (3) and (y4), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that, to the extent any deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year, (5) the amount of Capital Expenditures or acquisitions of intellectual property 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 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), (6) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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, 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), (7) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid 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 paid 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, (8) the aggregate amount of any prepayments described premium, make-whole or penalty payments actually paid in this cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, in each case to the extent financed with Internally Generated Cash and (9) the amount of cash taxes (including penalties and interest or tax reserves) paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; provided further that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) are made at a discount to par pursuant to any purchases above that is paid or assignments of otherwise realized or accounted for after the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) end of the applicable Loans or other Indebtedness subject fiscal year but prior to the making of the Excess Cash Flow payment required for such purchase or assignment will be deducted from the ECF Payment Amount fiscal year. Prepayments pursuant to this clause Section 2.05(b)(i) shall only be required for any fiscal year if the amount of the Excess Cash Flow for such fiscal year is greater than an amount equal to the greater of $55,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (Bdetermined on a Pro Forma Basis in accordance with Section 1.09); provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $55,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(v) of this Section 2.052.03, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31ended February 3, 20172018) minus (B) the sum of (xat the Borrower’s option) (i) all voluntary prepayments and cancellations of Term Loans (including any Incremental Loans), Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (BSection 2.03(a)(i), 2.03(a)(iv) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)Loans), and the amount actually paid in cash pursuant to any assignment made in accordance with Section 10.07(h)(iv), in each case, during such fiscal year (yor after the end of such fiscal year and prior to the time such mandatory prepayment is due, without duplication in any other Excess Cash Flow period) and (ii) all voluntary prepayments of revolving loans that are secured on a pari passu basis with under the Term Loans ABL Facilities during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after the end of such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) such mandatory prepayment is due, without duplication in each case any other Excess Cash Flow period) to the extent such revolving credit facility accompanied by a corresponding permanent reduction in the commitments are permanently reduced by under the amount of such paymentsABL Facilities, and in the case of each of the immediately preceding clauses (xi) and (yii), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtednessborrowings); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.025% if the Total Senior Secured Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 2.50 to 1.0 and greater than 2.50:1.00 2.00 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Senior Secured Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 2.50:1.002.00 to 1.0.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending March 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to be offered to be prepaid in accordance with clause (b)(vi), (ix) of this Section 2.05and (xi) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Revolving Credit Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due to the extent (including x) financed with internally generated cash or the amount proceeds of any voluntary prepayments Revolving Credit Loans or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (any other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), credit loans and (y) the Revolving Credit Commitments are permanently reduced by the amount of such payments, (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Loans (including, in the case of Term Loans (x) prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash or (y) purchased pursuant to open-market purchasers in accordance with Section 10.07(m), the actual purchase price paid in cash pursuant to such purchase) made during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit facility loans, (3) all voluntary prepayments, repurchases or redemptions of Additional First Lien Indebtedness made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (in the case of any revolving credit loans, to the extent that revolving credit commitments are permanently reduced by the amount of such payments) to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (4) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash or accrued during such period, or, at the option of the Parent 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 the proceeds of any Revolving Credit Loans or any other revolving credit loans, (5) the aggregate amount of all principal payments of Indebtedness of the Parent Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent 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 (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, and (C) any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent financed with internally generated cash or the proceeds of any Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Revolving Credit Loans or any other revolving credit loans, (6) cash payments by the Parent Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Parent 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) in respect of long-term liabilities of the Parent Borrower and the Restricted Subsidiaries other than Indebtedness to the extent financed with internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (7) the amount of Investments and acquisitions made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to any Permitted Investment (other than clauses (b) or (y) of the definition of “Permitted Investments”) or Investment permitted under 7.06, in each case, to the extent that such Investments and acquisitions were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Parent Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to Section 7.06(g), (h)(x), (i), (l)(i) or (k) to the extent such Restricted Payments were financed with internally generated cash or the proceeds of Revolving Credit Loans or any other revolving credit loans, (9) the aggregate amount of expenditures made (or committed to be made) by the Parent Borrower and the Restricted Subsidiaries in cash during such period or, at the option of the Parent 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed using internally generated cash or the proceeds of any Revolving Credit Loans or any other revolving credit loans, (11) the amount of cash taxes (including for this purpose any distributions under Section 7.06(i)(ii)) paid (or committed to be paid) in such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and (12) the amount of Excluded Contract Amounts paid (or committed to be paid) in cash by the Parent Borrower and the Restricted Subsidiaries during such period or, at the option of the Parent Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Excluded Contract Amounts are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), in the case of each of the immediately preceding clauses (x1) and through (y12), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in shall only be required under this clause (BSection 2.05(b)(i) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from if the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the relevant fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and equals an amount that is greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00$50,000,000.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), ) and (y) all voluntary prepayments of Revolving Credit Loans or other revolving loans that are secured on a pari passu basis with the Term Loans credit facilities during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such the Revolving Credit Commitments or any other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long long-term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the aggregate principal amount of Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(h) or (m) or otherwise, in respect of any fiscal year shall only be required in the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from amount by which the ECF Payment Amount pursuant to this clause (B)for such fiscal year exceeds $10,000,000; provided, further, provided further that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 2.00:1.00 and greater than 2.50:1.00 1.00:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 2.50:1.001.00:1.00; provided that if, at the time of any such prepayment, any prepayment of Other Applicable Indebtedness would be required, then the Borrower or applicable Restricted Subsidiary may apply such ECF Payment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such ECF Payment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Payment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Payment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, redeemed or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory. (i) Within ten (10) No later than five Business Days after financial statements have been delivered pursuant following the delivery of the Financial Statements referred to in Section 6.01(a5.2(a) and following each December 31, commencing with December 31, 2014, where the related Leverage Ratio as of such December 31 (as reflected in the Compliance Certificate has been delivered pursuant in connection with such Financial Statements) is equal to Section 6.02(a)or greater than 2.00 to 1.00, the Borrower shallshall prepay the Term Advances (or defease, subject to clause (b)(vi) of this Section 2.05if necessary, prepay an aggregate the outstanding principal amount of Term Loans in an amount (the “ECF Payment Amount”B/A Advances) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect 50% of the principal Excess Cash Flow calculated for such fiscal year; provided that, if such Leverage Ratio is less than 2.00 to 1.00, the Borrower shall not be required to make the prepayment required under this clause (i) related to such fiscal year; provided further that, Excess Cash Flow calculated for the fiscal year 2014 shall only include the period from July 1, 2014 to December 31, 2014. Notwithstanding anything herein to the contrary, the amount of any payment required to be made under this Section 2.5(c)(i) may, at the election of the Borrower, be reduced on a dollar-for-dollar basis for (x) any payments made pursuant to Section 2.5(b) to prepay (or defease, as applicable) any Term Advances and any Revolving Advances (to the extent accompanied by a permanent reduction of the relevant Revolving Commitment) during such Indebtedness)fiscal year to the extent not applied to reduce the payments required under this Section 2.5(c)(i) for any such fiscal year or any preceding fiscal year (including as a reduction of Excess Cash Flow), and (y) all voluntary prepayments at the election of revolving loans that are secured on a pari passu basis with the Borrower and without duplication, any payments made pursuant to Section 2.5(b) to prepay (or defease, as applicable) any Term Loans during such fiscal year Advances and any Revolving Advances (to the extent not deducted pursuant accompanied by a permanent reduction of the relevant Revolving Commitment) after such December 31 but prior to the date in the succeeding fiscal year when the Excess Cash Flow payment described in this clause (Bi) is required to be made to the extent not already applied to reduce the payments required under this Section 2.5(c)(i) (including as a reduction of Excess Cash Flow); provided that, (i) in any case, with respect to any such optional prepayment of the prior year) or after Term Advances, such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case reduction shall only be permitted to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are prepayment was not financed with the proceeds of other long term Indebtedness Debt (other than revolving or intercompany IndebtednessRevolving Borrowings); provided that , and (ii) such optional prepayment was applied to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments scheduled principal installments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only Term Advances in the purchase price (and not the par amount) inverse order of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00maturity.

Mandatory. (i) Within ten (10) Business Days after On or prior to the tenth day following the date on which the financial statements have been delivered (or, if later, are required to be delivered) pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or, if later, is required to be delivered) pursuant to Section 6.02(a) unless and to the extent that such ten-day period is not practicable based on applicable legal or regulatory constraints, in which case the date of prepayment shall be the first date on which the Borrower is able to make a prepayment and commitment reduction using Borrower’s commercially reasonable efforts to do so (provided that, for the avoidance of doubt, any such amount not paid shall be excluded from the determination of the Available Amount), the Borrower shallshall prepay, subject to clause (b)(vi) of this Section 2.052.05(c), prepay an aggregate principal amount of the Initial Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) 2019), minus (B) the sum of (x1) all voluntary the amount of any prepayments and cancellations of the Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made pursuant to Section 2.05(a) during such fiscal year and/or any cash repurchases of the Term Loans made pursuant to Section 10.07(i) during such fiscal year, (2) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), the amount of any prepayments of the Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year, (3) the portion of the Excess Cash Flow applied (to the extent not deducted pursuant the Borrower or any Subsidiary is required by the terms thereof) to this clause (B) in respect of the prior year) prepay, repay or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) purchase other Indebtedness that is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Obligations on a no more than pro rata basis with the Initial Term Loans during such fiscal year Loans; provided that (x) no voluntary prepayment funded with the proceeds of an incurrence of Indebtedness may be applied pursuant to the extent not deducted pursuant this clause (B) in respect above to reduce the amount of the prior yearprepayment required under this Section 2.05(b)(i) or after and (y) in the case of any such fiscal year end and prior to prepayment that is made at less than the time par value of the payment applicable Indebtedness being so repaid, the amount of any reduction pursuant to this Section 2.05(b2.05(b)(i) is due, in each case shall be limited to the extent such revolving credit facility commitments are permanently reduced actual cash amount paid by the amount Borrower in respect of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)repayment; provided, further, that such percentage in clause (A) above shall be reduced to (x) the ECF Percentage shall be 25.025% if the Total Net First Lien Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements was equal to or less than or equal to 3.00:1.00 and 4.50:1.00 but greater than 2.50:1.00 4.00:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day end of the such fiscal year covered by such financial statements was equal to or less than or equal to 2.50:1.004.00:1.00.

Mandatory. 1.1.1.2.Within five (i) Within ten (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior yearSection 2.05(a)(v) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans10.07(l), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness))Term Loans, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (to 3) all voluntary prepayments of loans under the extent not deducted pursuant this clause (B) in respect of the prior year) or after ABL Facility during such fiscal year or, without duplication across periods, after year end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility the commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, and in the case of each of the immediately preceding clauses (x1), (2) and (y3), to the extent such prepayments are not financed (A) funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent Internally Generated Cash and not funded with any prepayments described in this clause Cure Amounts and, (B) are made at a discount to par pursuant to any purchases or assignments not comprised of prepayments of Term B-3 Loans on the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 Amendment No. 4 Effective Date and (yC) not comprised of prepayments of Term B-4 Loans on the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.Amendment No. 6

Mandatory. (i) 30. Within ten (10) five Business Days (subject to Section 2.05(c)) after the date the Borrowers are required to deliver financial statements have been delivered pursuant to Section 6.01(a) starting with the fiscal year ending on December 31, 2019, and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, Borrowers shall prepay an aggregate principal amount of Term Loans in an equal to the amount (the “ECF Payment Amount”if any) equal to by which (A) 50.050% (of Excess Cash Flow or, if the Consolidated First Lien Net Leverage Ratio for such percentage as it may be reduced as described belowfiscal year is equal to or less than 4.50:1.00 but greater than 4.00:1.00, the “ECF Percentage”) 25% of Excess Cash Flow, or, if anythe Consolidated First Lien Net Leverage Ratio for such fiscal year is equal to or less than 4.00:1.00, 0% of Excess Cash Flow, in each case for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 20172019) minus exceeds (B) the sum of (x) the aggregate amount of all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt made during such fiscal year pursuant to Section 2.05(a) (in the case of the Revolving Credit Facility to the extent that such voluntary prepayments resulted in corresponding permanent reductions of Commitments), the actual amount of all payments made to purchase Term Loans (as opposed to the face value of such Term Loans purchased) during such fiscal year pursuant to Section 10.06(d) (so long as a pro rata offer was made to all Term Lenders pursuant to the terms of such Section 10.06(d)) and the sum of the aggregate amount of all voluntary prepayments made during such fiscal year to prepay any Incremental Revolving Credit Loans (to the extent not deducted pursuant to this clause (B) that such voluntary prepayments resulted in corresponding permanent reductions of commitments in respect of the prior year) thereof), Incremental Term Loans or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Permitted Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans each case that are is secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueObligations, in each case (x) to the extent such revolving credit facility commitments are permanently reduced by payments were not and have not been funded with additional long-term Indebtedness, any Specified Equity Contribution or the amount of such payments, and in the case of each use of the immediately preceding clauses (x) Cumulative Amount and (y), to the extent such prepayments are were not otherwise financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) made during the ECF Percentage shall be 0% if relevant fiscal year and, at the Total Net First Lien Leverage Ratio as option of the last day Borrowers (without duplication of amounts taken or credited in prior years), thereafter prior to the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.related Excess Cash Flow payment date; provided, that no prepayment of Term Loans under this clause (b)(i) shall be

Mandatory. (i) Within ten (10) 10 Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shallshall prepay, subject to clause (b)(vi) of this Section 2.052.05(d), prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements Fiscal Year (commencing with the fiscal year ending Fiscal Year ended on December 3127, 2017) 2015), minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary cash prepayments or cancellation of the Term LoansLoans made pursuant to Section 2.05(a) during such Fiscal Year, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made including any prepayment at a discount to par (pursuant to Section 2.05(a)(vi) in an amount equal not to exceed the actual cash amount of such prepayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the discounted following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount actually paid in respect of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of such prepayment, (3) solely to the extent the Incremental Revolving Commitments are reduced in connection therewith (and solely to the extent of the amount of such reduction), the amount of any cash prepayments of the Incremental Revolving Credit Loans (if any) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (4) solely to the extent the Incremental Revolving Commitments are reduced in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Incremental Revolving Credit Loans (if any) after the end of such Fiscal Year and on or prior to the date of such prepayment, (5) solely to the extent the commitments of the ABL Lenders under the ABL Facility Agreement are reduced in connection therewith (and solely to the extent of the amount of such reduction), the amount of any cash prepayments of any indebtedness under the ABL Facility Agreement during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (6) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (6) solely to the extent the commitments of the ABL Lenders under the ABL Facility Agreement are reduced in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all or any amount of any cash prepayment of any indebtedness under the ABL Facility Agreement after the end of such Fiscal Year and on or prior to the date of such prepayment, (7) the aggregate principal amount of Term Loans (including Incremental Term Loans) repaid pursuant to Section 2.07 during such Indebtedness))Fiscal Year, and (y8) the portion of the Excess Cash Flow applied or offered (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) all voluntary prepayments of revolving loans to prepay, repay or purchase other Indebtedness that are is secured by the Term Loan Priority Collateral on a pari passu basis with the Term Loans during such fiscal year (Obligations to the extent not deducted pursuant this clause (B) in respect of such other Indebtedness and the prior year) Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duerepurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the extent such revolving credit facility commitments are permanently reduced by product of (x) the amount of such payments, and in the case of each of the immediately preceding clauses (x) Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness (such amount under this clause (7), to the extent such prepayments are not financed “Pari Passu ECF Amount”); provided that in each case under clauses (B)(1) through (6) above, no voluntary prepayment funded with the proceeds of other long term an incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof (other than Incremental Revolving Credit Loans, loans under the ABL Facility or loans under any other revolving or intercompany Indebtedness); provided that facility available to the extent Borrower or any prepayments described in this clause (Bof its Restricted Subsidiaries) are made at a discount to par may be applied pursuant to any purchases or assignments clauses (B)(1) through 6 above to reduce the amount of the Loans pursuant to prepayment required under this Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B2.05(b)(i); provided, further, that (xthe prepayment set forth in this subsection 2.05(b)(i) shall apply solely to the ECF Percentage shall be 25.0% if extent that after giving effect thereto, the Total Net First Lien Leverage Ratio as Available Liquidity of the last day of the fiscal year covered by such financial statements was less than Borrower and its Restricted Subsidiaries shall equal or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00exceed $75,000,000.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid Term Loans in an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017201328, 2014) minus (B) the sum of (xwithout duplication) (1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans (excluding prepayments 55738387_110 pursuant to Section 2.06(a)(iv) or any other voluntary prepayments of Term Loans made at a discount to par) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.06(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y2) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.06(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and but in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25.025% if the Total Net Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and 1.50:1.00 but greater than 2.50:1.00 1.00:1.00 and (y) the ECF Percentage no payment of any Term Loans shall be 0% required under this Section 2.06(b)(i) if the Total Consolidated First LienSenior Secured Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.001.002.50:1.00.

Mandatory. (i) Within For any Excess Cash Flow Period, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all the aggregate amount of voluntary principal prepayments and cancellations of Term the Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt in each case, made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect period commencing on the first day of the prior year) or after such fiscal year end relevant Excess Cash Flow Period and ending on the date immediately prior to the time date on which the payment pursuant relevant Excess Cash Flow prepayment is or would be required to this Section 2.05(b) is due be made (including the amount of any voluntary excluding prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par and open market purchases) (in an amount equal to the discounted amount actually paid in respect except prepayments of Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the principal amount of such IndebtednessRevolving Tranches)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case other than to the extent that any such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long long-term Indebtedness and (other than revolving 2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or intercompany Indebtedness(ix); provided that to the extent such percentage in respect of any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage Excess Cash Flow Period shall be 25.0reduced to 25% or 0% if the Total Net Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by to which such financial statements Excess Cash Flow Period relates was equal to or less than 4.00:1.00 or 3.50:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to 3.00:1.00 or less than $1,000,000 (and greater than 2.50:1.00 and (y) the ECF Percentage for such period such prepayment shall be 0% limited to the amount in excess of $1,000,000); provided, further, that, if the Total Net Consolidated First Lien Net Leverage Ratio as on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in the percentage in respect of the last day of applicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the fiscal year covered by such financial statements was less than or equal Excess Cash Flow prepayment required to 2.50:1.00be made shall apply.

Mandatory. (i) Within Unless the Required Lenders otherwise agree, within ten (10) Business Days after financial statements have been (or, if later, are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 20172022) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.05(b)(i) is due (including the amount of any voluntary prepayments prepayments, repurchases or cancellation cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of Revolving Credit Loans (or other revolving loans constituting Refinancing Equivalent Debt and Incremental Equivalent Debt that are secured on a pari passu basis with the Term Loans Revolving Credit Loans) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duedue and (z) all voluntary prepayments of Revolving Credit Loans made to account for any arrangement fees payable pursuant to the CoBank Fee Letter, in each case to the extent the Revolving Credit Commitments or such other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x), (y) and (yz), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.117

Mandatory. (i) Within ten (10) Subject to Section 2.05(b)(ix), within five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the first full fiscal year ended December 31, 2015) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the sum of (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of First Lien Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause Section 2.05(a)(v) (Bor comparable section) in respect of the prior year) or after First Lien Credit Agreement and Term Loans made during such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in each case, in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of First Lien Term Loans or such Indebtedness))Term Loans, as the case may be, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of First Lien Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) (or comparable section) of the First Lien Credit Agreement and Term Loans made pursuant to Section 2.05(a) during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior or, without duplication across periods, after year) or after such fiscal year -end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x), and First Lien Term Loans pursuant to Section 10.07(l)(x) (or comparable section) of the First Lien Credit Agreement during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (5) all voluntary prepayments of Revolving Credit Loans (if any) incurred on the Closing Date to finance any upfront fees implemented pursuant to the “market flex” provisions of the Fee Letter, in the case of each of the immediately preceding clauses (x1), (2), (3), (4) and (y5), except to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) Excess Cash Flow prepayment for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the succeeding fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00year.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrower shallshall cause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) and ‎(ix) below, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to ‎(x) Section 2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) all voluntary prepayments, repurchases or redemptions of any 137 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) the amount of Capital Expenditures or acquisitions of intellectual property 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 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), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to ‎Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to ‎Section 7.02 (other than ‎Section 7.02(a), ‎(c) or ‎(x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (8) the amount of Restricted Payments paid in cash (or 138 committed to be paid) during such period or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to ‎Section 7.06(i) (clauses ‎(i), ‎(ii) or ‎(iii) only) or ‎Section 7.06(g), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (9) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses ‎(1) through (x) and (y11), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of ECF Prepayment Amount for such fiscal year is greater than $25,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $25,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten (10) Business Days after No later than five days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans inand the 2023 Term Loans) in right of payment or right of security) in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans during such fiscal year (to in each case secured by the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured Collateral on a pari passu basis with the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans), (2) the amount actually paid (but in no event exceeding par) in respect of Term Loans (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans) purchased pursuant to Section 2.14 and Section 2.15 and (3) all voluntary prepayments of 2021 Refinancing Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments 2021 Refinancing Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and through (y3), to the extent such prepayments are not financed funded with Internally Generated Cash of the applicable Borrower(s) (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the proceeds Obligations under 2018 Refinancing2021 Incremental Term Loans, 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans and 2023 Term Loans, pursuant to the terms of other long term the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than revolving or intercompany Indebtedness); provided Term Loans that are junior to the extent any prepayments described 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in this clause (Bright of payment or right of security) are made and Other Applicable Indebtedness at a discount such time; provided, that the portion of such ECF Prepayment Amount allocated to par the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to any purchases the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or assignments right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount that would have otherwise been required pursuant to this clause (B)Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (xand in any event within ten (10) Business Days after the ECF Percentage shall date of such rejection) be 25.0% if applied to prepay the Total Net First Lien Leverage Ratio as Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term Loans and 2021 Incremental Term Loans and the 2023 Term Loans in right of payment or right of security) in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrower shallBorrowerHoldings shall cause to be offered to be prepaid in accordance with clauses ‎(b))‎(vi) and ‎(ix) below, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31statements, 2017) minus (B) the sum of (x1) at the Borrower’s option, all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation cashe actually paid in respect of Term LoansLoans prepaid pursuant to ‎(x) Section 2.05(a)(v) during such time) and (2), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal (or face) amount of such Indebtedness))indebtedness so prepaid, and repaid, retired or repurchased, (y) Section 3.07, an amount equal to the principal (or face) amount of indebtedness so prepaid, repaid, retired or repurchased and (z) open-market or other privately negotiated purchases (including an exchange) pursuant to Section 10.07(l), an amount equal to the principal (or face) amount of indebtedness so prepaid, repaid, retired or repurchased), (2) at the Borrower’s option, all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) at the Borrower’s option, all voluntary prepayments, repurchases or redemptions of any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), Senior Notes 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 by Liens on the Collateral and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) 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 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 or any other revolving credit facilities, (5) the aggregate amount of all principal payments of Indebtedness of Holdings or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to ‎Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility or borrowings under revolving credit facilities), (6) cash payments by Holdings and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of Holdings and the Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash or borrowings under the Revolving Credit Facility or any other revolving credit facilities, (7) the amount of Investments and acquisitions made (or committed to be made) by Holdings and the Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to ‎Section 7.02 (other than ‎Section 7.02(a), ‎(c) or ‎(x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility or borrowings under revolving credit facilities, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid 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 paid 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 or borrowings under revolving credit facilities, (9) the aggregate amount of expenditures made (or committed to be made) by Holdings and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility or borrowings under revolving credit facilities, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by Holdings and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility or borrowings under revolving credit facilities, (11) the amount of cash Taxes (including Tax distributions paid pursuant to Section 7.06(i)(iii)) paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period and (12) (x) the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or purchase orders (the “Contract Consideration”) entered into prior to or during such period and (y) the aggregate amount of cash that is reasonably expected to be expended in respect of any planned cash expenditures by Holdings or any of the Restricted Subsidiaries in the case of each of clauses (x) and (y), relating to acquisitions or other Investments or Capital Expenditures or acquisitions of IP Rights to the extent expected to be consummated or made, in each case during the period of six consecutive fiscal quarters of Holdings following the end of such period (or if committed to be made during such six consecutive fiscal quarter period (including pursuant to any letter of intent), during the period of two consecutive fiscal quarters of Holdings following the end of such six fiscal-quarter period); provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such acquisition or other Investment, Capital Expenditures or acquisitions of IP Rights during such period of six consecutive fiscal quarters is less than the Contract Consideration (or if committed to during such six consecutive fiscal quarter period (including pursuant to any letter of intent), two consecutive fiscal quarters of Holdings following the end of such six fiscal-quarter period), the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of six consecutive fiscal quarters (or if committed to be made during such six consecutive fiscal quarter period, during the period of two consecutive fiscal quarters of Holdings following the end of such six fiscal-quarter period), in the case of each of the immediately preceding clauses ‎(1) andthrough (x) and (y212), to the extent such prepayments are not financed funded with the proceeds internally generated cash and, without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period.; provided that any such amounts set forth in clauses (1) through (12) 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 the extent any immediately succeeding fiscal year and may reduce the prepayments due from time to time pursuant to this Section 2.05(b)(i) during such fiscal year, until such time as such amounts have been used to reduce such prepayments which may be due from time to time, minus (C) an amount equal to the greater of (x) $115,000,000 and (y) an amount equal to 15% of LTM Consolidated EBITDA at the time of such prepayment; provided, further, that, for the avoidance of doubt, only amounts in excess of the greater of (x) $115,000,000 and (y) an amount equal to 15% of LTM Consolidated EBITDA at the time of such prepayment shall be prepaid pursuant to this Section 2.05(b)(i) (at the election of the Borrower, with unused amounts described in this clause (BC) are made at carried forward to the next succeeding fiscal year and; provided that in the event that a discount to par prepayment is due in respect of a fiscal year pursuant to any purchases or assignments of this Section 2.05(b)(i), the Loans pursuant Borrower may elect, in its sole discretion, to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount use amounts pursuant to this clause (BC) that would otherwise be available for the next succeeding fiscal year, which usage shall reduce such amounts available to the Borrower in such next succeeding fiscal year); provided, further, that if at the time that any such prepayment would be required, Holdings is required to offer to repurchase Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), in each case, that is secured by a Lien on the Collateral on an equal priority basis (xwithout giving effect to the control of remedies) with or junior to the Lien securing the Term Loans or any other Indebtedness outstanding at such time that is secured by a Lien on the Collateral on an equal priority basis (without giving effect to the control of remedies) with or junior to the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with Excess Cash Flow (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Holdings may apply the Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the ECF Percentage portion of Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of Excess Cash Flow required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be 25.0% if allocated to the Total Net First Lien Leverage Ratio as Term Loans in accordance with the terms hereof to the prepayment of the last day Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the fiscal year covered by such financial statements was less than or equal Term Loans that would have otherwise been required pursuant to 3.00:1.00 and greater than 2.50:1.00 this ‎Section 2.05(b)(i) shall be reduced accordingly and (yB) to the ECF Percentage extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be 0% if applied to prepay the Total Net First Lien Leverage Ratio as of Term Loans in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten (10) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the fiscal year ending December 31, 2023) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus (B) at the option of the Borrower (without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period) (x) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y1) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) date such Excess Cash Flow prepayment is due, in each case and (2) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to the date such Excess Cash Flow prepayment is due, to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Loan Commitment, as the case may be, are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1) and (2) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisethe date such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); providedExcess Cash Flow prepayment for the succeeding fiscal year, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as incremental reserves of the last day BD Subsidiary in an aggregate amount for any Excess Cash Flow Period equal to the lesser of (1) the amount that is necessary to meet the capital reserve requirements of the fiscal year covered by BD Subsidiary for such financial statements was less than or equal to 2.50:1.00period and (2) $5,000,000.

Mandatory. (i) Within ten (10) Business Days after No later than five days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the Term B Loans in right of security) in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans during such fiscal year (to in each case secured by the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured Collateral on a pari passu basis with the Term B Loans), (2) the amount actually paid (but in no event exceeding par) in respect of Term Loans (in each case secured by the Collateral on a pari passu basis with the Term B loans) purchased pursuant to Section 2.14 and Section 2.15 and (3) all voluntary prepayments of Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and through (y3), to the extent such prepayments are not financed funded with Internally Generated Cash of the applicable Borrower(s) (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the proceeds Obligations under Term B Loans and Revolving Credit Loans, pursuant to the terms of other long term the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than revolving or intercompany Indebtedness); provided Term Loans that are junior to the extent any prepayments described Term B Loans in this clause (Bright of security) are made and Other Applicable Indebtedness at a discount such time; provided, that the portion of such ECF Prepayment Amount allocated to par the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to any purchases the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the Term B Loans in right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the Term B Loans in right of security) and to the repurchase or assignments prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount that would have otherwise been required pursuant to this clause (B)Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (xand in any event within ten (10) Business Days after the ECF Percentage shall date of such rejection) be 25.0% if applied to prepay the Total Net First Lien Leverage Ratio as Term Loans (other than Term Loans that are junior to the Term B Loans in right of security) in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Borrowers shall, subject to clause clauses (b)(vivi) and (vii) of this Section 2.05, prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (xi) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans made pursuant to this clause (B) in respect of the prior yearSection 2.05(a)(i) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.05(a)(v) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount amount, in the case of prepayments pursuant to Section 2.05(a)(v), equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), Term Loans and only to the extent that such Loans have been cancelled) and (yii) all voluntary prepayments of Revolving Credit Loans, Other Revolving Credit Loans or loans under any other revolving loans facility that are is secured on by a pari passu basis with the Term Loans during such fiscal year first priority lien (in each case, to the extent not deducted pursuant this clause (B) accompanied by a permanent reduction in respect of the prior year) corresponding Revolving Credit Commitments or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueother revolving commitments), in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), (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)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.05(b)(i) is due and in each case to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness Funded Debt (other than any Indebtedness under any revolving or intercompany Indebtednesscredit facilities); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.025% if the Total Net First Lien Net Leverage Ratio as of the last day end of the fiscal year covered by such financial statements was (A) prior to the Delayed Draw Funding Date, less than or equal to 4.00 to 1.00 and greater than 3.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, less than or equal to 3.75 to 1.00 and greater than 3.25 to 1.00, and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 (1) prior to the Delayed Draw Funding Date, 3.50 to 1.00 or (2) on and greater than 2.50:1.00 and (y) after the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal Delayed Draw Funding Date, 3.25 to 2.50:1.001.00.

Mandatory. (i) Within ten (10) Subject to Section 2.05(b)(ix), within five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the first full fiscal year ended December 31, 2015) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the sum of (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of First Lien Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause Section 2.05(a)(v) (Bor comparable section) in respect of the prior year) or after First Lien Credit Agreement and Term Loans made during such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in each case, in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of First Lien Term Loans or such Indebtedness))Term Loans, as the case may be, during such fiscal year or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, (y2) all other voluntary prepayments of First Lien Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) (or comparable section) of the First Lien Credit Agreement and Term Loans made pursuant to Section 2.05(a) during such fiscal year or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year (or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the time the payment pursuant to this Section 2.05(b) is duecase may be, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x), and First Lien Term Loans pursuant to Section 10.07(l)(x) (or comparable section) of the First Lien Credit Agreement during such fiscal year or after year‑end and prior to when such Excess Cash Flow prepayment is due and (5) all voluntary prepayments of Revolving Credit Loans (if any) incurred on the Closing Date to finance any upfront fees implemented pursuant to the “market flex” provisions of the Fee Letter, in the case of each of the immediately preceding clauses (x1), (2), (3), (4) and (y5), except to the extent such prepayments are not financed funded with the proceeds of other long term long‑term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year‑end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) Excess Cash Flow prepayment for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the succeeding fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00year.

Mandatory. (i) Within Following the FundingRelease Date, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (such date, the “ECF Payment Date”), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (the “ECF Prepayment Amount”) commencing with the fiscal year ending ended on or about December 31, 20172013 (or, if the FundingRelease Date occurs after June 30, 2013, the fiscal year ending on or about December 31, 2014) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the aggregate principal amount of such Indebtedness)), and (y) all voluntary principal prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment excluding amounts repaid pursuant to this Section 2.05(b2.05(a)(v)) is due, in each case to and Pari Passu Indebtedness (except prepayments of such Pari Passu Indebtedness if such Pari Passu Indebtedness consists of a revolving line of credit unless the extent commitments under such revolving line of credit facility commitments are permanently reduced by the amount of such paymentsprepayment) voluntarily prepaid, and redeemed or repurchased (1) during such fiscal year (which, in the case of each of the immediately preceding clauses any event, shall not include any designated prepayment pursuant to clause (x2) below) and (y2) during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower to be prepaid pursuant to this Section 2.05(b)(i)(B)(2), in each case other than to the extent that any such prepayments are not financed prepayment is funded with the proceeds of long-term Indebtedness, or the proceeds of any Asset Sale or other disposition of assets to the extent that, under clause (ii) below, the applicable Loan Party would otherwise have been required to reinvest the Net Cash Proceeds of such Asset Sale or disposition or to apply such Net Cash Proceeds to the prepayment of Loans, minus (C) the amount of the ECF Prepayment Amount required by the terms of any Pari Passu Indebtedness to be applied to permanently prepay, redeem or repurchase such Pari Passu Indebtedness on a pro rata basis with the Term Facility (so long term Indebtedness (other than revolving or intercompany Indebtednessas a ratable share of such ECF Prepayment Amount is applied to prepayment of the Term Facility)); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage percentage shall be 25.0reduced to 0% if the Total Net First Lien Leverage Consolidated Senior Secured Debt Ratio as of the last day of the fiscal year covered by such financial statements most recently ended prior to the applicable ECF Payment Date was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.002.75:1.00.

Mandatory. (i) Within ten (10) five Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the excess (if any) of (A) 50.05075% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements Fiscal Year of BorrowerHoldings (commencing with the fiscal year Fiscal Year ending on December 31February 23, 20172013) minus covered by (or which would have been covered by) such financial statements over (B) the sum aggregate principal amount of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans prepaid pursuant to this clause Section 2.03(a) during the Fiscal Year of Holdings covered by (Bor which would have been covered by) such financial statements, except or in respect of the prior year) or after such fiscal year end and subsequent Fiscal Year prior to the time the date of any required payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)2.03(b)(i), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses except (x) and (y), to the extent such prepayments are occurred in connection with a refinancing of such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below) or (y) if an amount is deducted pursuant to a payment made in a subsequent Fiscal Year, the same amount may not financed with be deducted in the proceeds calculation of other long term Indebtedness Excess Cash Flow in the subsequent Fiscal Year; provided that (x) such percentage of Excess Cash Flow shall be reduced to 50% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 3.25 to 1.00 but greater than 2.75 to 1.00, (y) such percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 3.002.75 to 1.00 but greater than 2.00 to 1.00 and (yz) such prepayment shall not be required if the Consolidated Leverage Ratio at the end of such Fiscal Year is equal to or less than 2.00 to 1.00. (ii) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than revolving any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (g), (i) or intercompany Indebtedness(j)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower or any other Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the extent Administrative Agent stating that such Person intends to reinvest all or any prepayments described portion of such Net Cash Proceeds in this clause such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds in such assets, and (C) such Net Cash Proceeds are made at a discount to par pursuant to any purchases or assignments reinvested in such assets within 180 days of the Loans pursuant date such commitment is entered into (as certified by the Borrower in writing to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (BAdministrative Agent); provided, further, however, that (xA) if the ECF Percentage property subject to such Disposition constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be 25.0% if made subject to the Total Net First Lien Leverage Ratio as of the last day applicable Collateral Documents in favor of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 Collateral Agent, for its benefit and greater than 2.50:1.00 for the benefit of the other Credit Parties in accordance with Section 6.12, and (yB) the ECF Percentage pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be 0% if the Total Net First Lien Leverage Ratio as segregated from other funds of the last day Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the fiscal year covered by such financial statements was less than or equal Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to 2.50:1.00.the prepayment of the Loans as set forth in this Section 2.03(b)(ii). - 42-

Mandatory. (i) Within ten (10) five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the excess (if any) of (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) of Percentage multiplied by Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements over (commencing with B) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, that for the fiscal year ending on December 31, 20172013, the Excess Cash Flow payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of days between the Closing Date and December 31, 2013 and the denominator of which shall be 365. If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) minus or (Bf)) which results in the sum realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (xsuch prepayments to be applied as set forth in clauses (v) all voluntary prepayments and cancellations (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year the Borrower (as notified by the Borrower to the extent not deducted pursuant to this clause (B) in respect of the prior year) Administrative Agent on or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount date of such Indebtedness)Disposition), and (y) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest or commit to reinvest all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount any portion of such payments, Net Cash Proceeds in operating assets within 360 days after the receipt of such Net Cash Proceeds (and in the case of each any such commitment to reinvest Net Cash Proceeds, such reinvestment shall be consummated within 180 days after the end of such 360-day period) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the immediately preceding clauses (x) and (yLoans as set forth in this Section 2.05(b)(ii), to . Upon the extent such prepayments are not financed with incurrence or issuance by the proceeds Borrower or any of other long term its Subsidiaries of any Indebtedness (other than revolving Indebtedness expressly permitted to be incurred or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans issued pursuant to Section 2.05(a)(v7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). Upon any Extraordinary Receipt received by or Section 10.07(h) paid to or (m) or otherwise, only for the purchase price (and not the par amount) account of the applicable Borrower or any of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or other Indebtedness subject such Subsidiary (such prepayments to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause applied as set forth in clauses (Bv) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply or commit to apply within 360 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or Real Property in respect of which such cash proceeds were received (and in the case of any such commitment to apply such Net Cash Proceeds, such application shall be consummated within 180 days after the end of such 360-day period); and provided, further, however, that (x) the ECF Percentage any cash proceeds not so applied shall be 25.0% if immediately applied to the Total Net First Lien Leverage Ratio as prepayment of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio Loans as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00set forth in this Section 2.05(b)(iv).

Mandatory. (i) Within Unless the Required Lenders otherwise agree, within ten (10) Business Days after financial statements have been (or, if later, are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 20172022) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.05(b)(i) is due (including the amount of any voluntary prepayments prepayments, repurchases or cancellation cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of Revolving Credit Loans (or other revolving loans constituting Refinancing Equivalent Debt and Incremental Equivalent Debt that are secured on a pari passu basis with the Term Loans Revolving Credit Loans) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duedue and (z) all voluntary prepayments of Revolving Credit Loans made to account for any arrangement fees payable pursuant to the CoBank Fee Letter, in each case to the extent the Revolving Credit Commitments or such other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x), (y) and (yz), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); minus (C) without duplication of amounts deducted pursuant to clause (G) below, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property made in cash during such period by the Borrower or its Restricted Subsidiaries to the extent not financed with long term Indebtedness (other than revolving or intercompany Indebtedness), in each case, of the Borrower and its Restricted Subsidiaries; minus (D) without duplication of amounts deducted pursuant to clauses (E) and (G) below, the amount of Investments made pursuant to Sections 7.02(b), (f) (other than Investments in the Borrower or any of its Restricted Subsidiaries, to the extent made in reliance on clause (ii) thereof (or any modification, replacement, renewal, reinvestment or 116 extension thereof in accordance with clause (iii) thereof), (i), (m), (n), (s) (other than to the extent funded with Investments pursuant to Section 7.02(n) to the extent the amount of such Investments under Section 7.02(n) were already deducted under this clause (vii)), (u) (other than Investments in Restricted Subsidiaries), (v) (other than Investments in Restricted Subsidiaries), (aa) (other than Investments in Restricted Subsidiaries) and (ff), and the amount of acquisitions made during such period to the extent that such Investments and acquisitions were not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness) of the Borrower or its Restricted Subsidiaries; minus (E) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(c), (f), (g), (h), (i) (to the extent of any cash expenditures), (j), (k), (l) (to the extent included in Consolidated Net Income), (n), (o) (to the extent included in Consolidated Net Income), (p) (to the extent the making of such Restricted Payment pursuant to such other clause of Section 7.06 is permitted to be applied against the prepayment under this Section 2.05(b)(i) on a dollar for dollar basis), (r), (s), (t), (u), (v) and, to the extent of any cash expenditures, (x); minus (F) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are made in connection with any payment of Indebtedness to the extent such amounts are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments of Indebtedness reduced Excess Cash Flow pursuant to clause (b)(iii) of the definition of Excess Cash Flow or reduced the mandatory prepayment required by this Section 2.05(b)(i) above; minus (G) without duplication of amounts deducted from Excess Cash Flow, at the option of the Borrower, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period or otherwise budgeted to be paid in cash, in either case, relating to tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions and made during such period or after such period and prior to the time the payment pursuant to this Section 2.05(b)(i) is due or projected by the Borrower to be consummated or made during the period of eighteen (18) consecutive fiscal months of the Borrower following the end of such period; provided that, to the extent the aggregate amount of cash actually utilized to finance such tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions during such period of eighteen (18) consecutive fiscal months is less than the Contract Consideration or amount otherwise budgeted for, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of eighteen (18) consecutive fiscal months; provided, further, that (xprepayments pursuant to this Section 2.05(b)(i) shall only be required to the extent the ECF Percentage Payment Amount exceeds $5,000,000 (and then only amounts in excess of such $5,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal required to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00paid).

Mandatory. (i) Within ten [Reserved]Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2022, the Company shall prepay Term B Loans in an aggregate amount equal to (10A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount (along with any associated premium, make-whole or penalty payments actually paid in cash) of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required less (C) the aggregate amount of cash payments actually made for Permitted Acquisitions and permitted Investments (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents) by the Company and its Restricted Subsidiaries during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (but excluding all Permitted Acquisitions and permitted Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)) less (D) the aggregate amount of cash payments actually made pursuant to a binding contract in connection with a permitted Disposition up to the amount that is required to be paid so that, including and giving effect to such cash payment, the value of the assets being Disposed equal the liabilities being assumed by the purchaser of such assets and/or liabilities (as determined by the Company in good faith) (but excluding all such cash payments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility)), with such prepayments pursuant to this clause (i) to be applied as set forth in clause (v) below. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements have been are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant with respect to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) for which Excess Cash Flow is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00being calculated.

Mandatory. (i) Within ten five (105) 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, subject shall cause to be offered to be prepaid in accordance with clause (b)(vi) of this Section 2.05and (ix) below, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to (x) Section 2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all voluntary prepayments 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 115 reduced by the amount of such payments, (3) 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 loans that are 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans during such fiscal year (except to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long long-term funded Indebtedness (other than revolving loans)) during such fiscal year or intercompany Indebtedness); provided after year-end and prior to when such Excess Cash Flow prepayment is due, (4) the amount of Capital Expenditures or acquisitions of intellectual property 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 Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent any prepayments described such Capital Expenditures or acquisitions are not actually made as committed in this clause 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), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) are made at a discount to par pursuant to the amount of any purchases or assignments scheduled repayment of the Term Loans pursuant to Section 2.05(a)(v2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the 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 Investments and 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) and paid (or committed to be paid) in cash pursuant to Section 7.02 (other than Section 7.02(a), (c) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.116

Mandatory. (i) Within ten (10) seven Business Days after financial statements have been delivered pursuant to Section 6.01(a) and ), commencing with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)delivery of financial statements for the fiscal year ending October 31, 2018, the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the excess (if any) of (A) 50.050% of Excess Cash Flow (such percentage as it may be reduced as described belowpercentage, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus over (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt made (other than under a revolving facilityi) made at a discount to par on the Loans (in an amount equal the case of payments pursuant to Section 2.03(a)(ii), calculated as the discounted amount actually paid in respect of the principal amount of cash actually expended to make such Indebtedness)), payment) and (yii) all voluntary prepayments of revolving loans that are on any other Indebtedness secured by Xxxxx on a pari passu basis with Liens securing the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueLoans, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), during such period or fiscal year or after such period or fiscal year and prior to when such Excess Cash Flow prepayment is due; and provided that, to the extent any voluntary prepayments of Indebtedness as described in clauses (B)(i) and (ii) above made during the current period or fiscal year are applied to reduce the Excess Cash Flow payment for the prior period or fiscal year pursuant to the foregoing sentence, then such prepayments are shall not financed be deducted with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that respect to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases Excess Cash Flow prepayment for the current period or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)fiscal year; provided, further, that if the Total Secured Net Leverage Ratio for the fiscal year ended prior to such prepayment date (xwith the Total Secured Net Leverage Ratio recalculated to give effect to any voluntary prepayment described in clauses (B)(i) and (ii) above after such period or fiscal year and prior to when such Excess Cash Flow prepayment is due on a Pro Forma Basis) is less than 2.50 to 1.00, the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal reduced to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00%.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) In the event and on each date that the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in the Revolving Exposures exceeds an amount (the “ECF Payment Amount”) equal to (A) 50.0% the lesser of (1) the aggregate Commitments at such percentage as it may be reduced as described belowtime, (2) the “ECF Percentage”Borrowing Base at such time and (3) of Excess Cash Flowthe Facilities Reduction Amount at such time, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of Availability Block, plus (xC) the Overadvance Maximum Amount at such time, plus (D) the Special Agent Loan Maximum Amount at such time, the Borrower shall repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and, after all voluntary prepayments Revolving Borrowings and cancellations of Term LoansSwingline Loans have been repaid in full, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to deposit cash collateral in an account with the extent not deducted Administrative Agent pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.03(l), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an aggregate amount equal to such excess. Notwithstanding the discounted amount actually paid in respect of the principal amount of such Indebtedness))foregoing, and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses any repayment or prepayment required to be made pursuant to this paragraph due to (x) and a reduction by the Administrative Agent of the Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or (y) the Borrowing Base in effect at any time, as determined by the Administrative Agent, being less than the amount set forth as the “Borrowing Base” in the Borrowing Base Certificate most recently delivered by the Borrower prior to such time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a) (other than, in the case of clause (y), as a result of any Designated Subsidiary ceasing to the extent be such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v2.15(b) or Section 10.07(h) the consummation of any Disposition), the Borrower shall not be required to make any repayment or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount prepayment pursuant to this clause (B); providedparagraph until the fifth Business Day after the date of notice of such reduction, furtheror of such deficiency, that (x) to the ECF Percentage Borrower by the Administrative Agent. Any repayment or prepayment made pursuant to this paragraph shall be 25.0% if the Total Net First Lien Leverage Ratio as not, in itself, result in a reduction of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00any Commitment.

Mandatory. (i) Within Following the Funding Date, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (such date, the “ECF Payment Date”), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (the “ECF Prepayment Amount”) commencing with the fiscal year ending ended on or about December 31, 20172013 (or, if the Funding Date occurs after June 30, 2013, the fiscal year ending on or about December 31, 2014) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the aggregate principal amount of such Indebtedness)), and (y) all voluntary principal prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment excluding amounts repaid pursuant to this Section 2.05(b2.05(a)(v)) is due, in each case to and Pari Passu Indebtedness (except prepayments of such Pari Passu Indebtedness if such Pari Passu Indebtedness consists of a revolving line of credit unless the extent commitments under such revolving line of credit facility commitments are permanently reduced by the amount of such paymentsprepayment) voluntarily prepaid, and redeemed or repurchased (1) during Syniverse Magellan Finance Credit Agreement 23837750v1 such fiscal year (which, in the case of each of the immediately preceding clauses any event, shall not include any designated prepayment pursuant to clause (x2) below) and (y2) during the period beginning with the day following the last day of such fiscal year and ending on the ECF Payment Date and stated by the Borrower to be prepaid pursuant to this Section 2.05(b)(i)(B)(2), in each case other than to the extent that any such prepayments are not financed prepayment is funded with the proceeds of long-term Indebtedness, or the proceeds of any Asset Sale or other disposition of assets to the extent that, under clause (ii) below, the applicable Loan Party would otherwise have been required to reinvest the Net Cash Proceeds of such Asset Sale or disposition or to apply such Net Cash Proceeds to the prepayment of Loans, minus (C) the amount of the ECF Prepayment Amount required by the terms of any Pari Passu Indebtedness to be applied to permanently prepay, redeem or repurchase such Pari Passu Indebtedness on a pro rata basis with the Term Facility (so long term Indebtedness (other than revolving or intercompany Indebtednessas a ratable share of such ECF Prepayment Amount is applied to prepayment of the Term Facility)); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage percentage shall be 25.0reduced to 0% if the Total Net First Lien Leverage Consolidated Senior Secured Debt Ratio as of the last day of the fiscal year covered by such financial statements most recently ended prior to the applicable ECF Payment Date was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.002.75:1.00.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.01(c), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (commencing with the fiscal year ending ended on or about December 31, 2017) 20142017 minus (B) the sum aggregate amount of voluntary principal prepayments of the Loans (x) all voluntary prepayments and cancellations solely, in the case of Term Loansany loans under any New Revolving Facility or any specified Revolving Refinancing Debt only, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) accompanied by a dollar-for-dollar permanent reduction in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loanscommitments thereunder), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal solely to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are extent secured on a pari passu basis with the Term Loans during such fiscal year Obligations securing the Loans) and loans under the ABL Credit Agreement (solely to the extent not deducted pursuant this clause (Baccompanied by a dollar-for-dollar permanent reduction in the commitments thereunder) in respect and the aggregate amount of the prior year) or after such fiscal year end and prior to the time the payment Term Loans purchased pursuant to this a Dutch Auction pursuant to Section 2.05(b) is due2.05(c), in each case other than to the extent that any such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with prepayment is funded from the proceeds of other long long-term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage such percentage shall be 25.0reduced to 25% or 0% if the Total Consolidated First LienTotal Net First Lien Leverage Debt Ratio as of the last day of the fiscal year covered by such financial statements was less than 2.50 to 1.00 or equal 2.00 to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of 1.00, respectively; provided, further, that for the fiscal year covered ending December 31, 2014 only, the amount of Excess Cash Flow subject to this Section 2.05(b)(i) shall be 50% of the Excess Cash Flow for such fiscal year (multiplied then by the appropriate percentage as set forth above);:1.00, respectively; provided that, so long as no Event of Default shall have occurred and is continuing, the Borrower shall only be required to make mandatory prepayments under this paragraph (b)(i) if such financial statements was less than or equal to 2.50:1.00mandatory prepayment calculated in accordance with this paragraph (b)(i) exceeds $5,000,000.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid Term Loans in an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 20172013) minus (B) the sum of (xwithout duplication) (1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans (excluding prepayments pursuant to Section 2.06(a)(iv)) during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.06(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y2) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.06(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and but in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25.025% if the Total Net Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and 3.75 to 1.00 but greater than 2.50:1.00 3.25 to 1.00 and (y) the ECF Percentage no payment of any Term Loans shall be 0% required under this Section 2.06(b)(i) if the Total Net Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.003.25 to 1.00.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(vi), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due (including, in the time the payment case of Term Loans prepaid pursuant to this ý(x) Section 2.05(b2.05(a)(v), the actual purchase price paid in cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (4) the amount equal to all payments in cash actually paid by the Borrower in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (x1), (2), (3) and (y4), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that that, to the extent any prepayments described deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year; provided further that the Consolidated First Lien Net Leverage Ratio in this the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) are made at a discount to par pursuant to any purchases above that is paid or assignments of otherwise realized or accounted for after the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) end of the applicable Loans or other Indebtedness subject fiscal year but prior to the making of the Excess Cash Flow payment required for such purchase or assignment will be deducted from the ECF Payment Amount fiscal year. Prepayments pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of the Excess Cash Flow for such fiscal year is greater than $15,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $15,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a)) or, if earlier, on the date that is one hundred and twenty (120) days after the end of any fiscal year, in either case, commencing with the 2015 fiscal year, the Borrower shall, subject to clause (b)(vib)(v) of this Section 2.052.07, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash FlowFlow in excess of $20,000,000, if any, for the fiscal year covered by such financial statements (commencing with the 2015 fiscal year ending on December 31, 2017year) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y1) all voluntary prepayments of revolving loans that are Term Loans during such fiscal year pursuant to Section 2.07(a)(i) or voluntary prepayments of Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt, in each case to the extent secured on a pari passu basis with the Term Loans, (2) all payments and prepayments of Revolving Loans (A) pursuant to Section 2.07(a)(i) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced accompanied by a corresponding permanent reduction in the Revolving Commitments or (B) made on the Closing Date in an amount not to exceed the Initial Revolving Borrowing and (3) voluntary prepayments of any Indebtedness under the Second Lien Credit Agreement pursuant to Section 2.04(a)(i) of the Second Lien Credit Agreement or voluntary prepayments of Credit Agreement Refinancing Indebtedness (as defined in the Second Lien Credit Agreement) or Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement), in each case to the extent secured on a pari passu basis with the Second Term Loans, any Permitted Refinancing of such paymentsIndebtedness, and in the case of each of the immediately preceding clauses (x1) and through (y3), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Funded Debt; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (xy) the ECF Percentage shall be 25.025% if the Total Net First Lien Net Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 4.50:1.00 and greater than 2.50:1.00 3.75:1.00 and (yz) the ECF Percentage shall be 0% if the Total Net First Lien Net Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 2.50:1.003.75:1.00.

Mandatory. (i) Within ten (10) seven Business Days after financial statements have been delivered pursuant to Section 6.01(a) and ), commencing with the related Compliance Certificate has been delivered pursuant to Section 6.02(a)delivery of financial statements for the fiscal year ending October 31, 2018, if the total amount of Excess Cash Flow exceeds $25.0 million, the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the excess (if any) of (A) 50.050% of the amount of Excess Cash Flow that is in excess of $25.0 million (such percentage as it may be reduced as described belowpercentage, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus over (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt made (other than under a revolving facilityi) made at a discount to par on the Loans (in an amount equal the case of payments pursuant to Section 2.032.05(a)(ii), calculated as the discounted amount actually paid in respect of the principal amount of cash actually expended to make such Indebtedness)), payment) and (yii) all voluntary prepayments of revolving loans that are on any other Indebtedness secured by Liens on a pari passu basis with Liens securing the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueLoans, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), during such period or fiscal year or after such period or fiscal year and prior to when such Excess Cash Flow prepayment is due; and provided that, to the extent any voluntary prepayments of Indebtedness as described in clauses (B)(i) and (ii) above made during the current period or fiscal year are applied to reduce the Excess Cash Flow payment for the prior period or fiscal year pursuant to the foregoing sentence, then such prepayments are shall not financed be deducted with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that respect to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases Excess Cash Flow prepayment for the current period or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)fiscal year; provided, further, that if the Total Secured Net Leverage Ratio for the fiscal year ended prior to such prepayment date (xwith the Total Secured Net Leverage Ratio recalculated to give effect to any voluntary prepayment described in clauses (B)(i) and (ii) above after such period or fiscal year and prior to when such Excess Cash Flow prepayment is due on a Pro Forma Basis) is less than 2.50 to 1.00, the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal reduced to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00%.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31October 2, 20172015) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), ) and (y) all voluntary prepayments of Revolving Credit Loans or other revolving loans that are secured on a pari passu basis with the Term Loans credit facilities during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such the Revolving Credit Commitments or any other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments prepayment of the aggregate principal amount of Term Loans pursuant to this Section 2.05(a)(v2.05(b)(i) or Section 10.07(h) or (m) or otherwise, in respect of any fiscal year shall only be required in the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from amount by which the ECF Payment Amount pursuant to this clause (B)for such fiscal year exceeds $10,000,000; provided, further, provided further that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of for the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.

Mandatory. (i) Within Unless the Required Lenders otherwise agree, within ten (10) Business Days after financial statements have been (or, if later, are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 20172022) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.05(b)(i) is due (including the amount of any voluntary prepayments prepayments, repurchases or cancellation cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of Revolving Credit Loans (or other revolving loans constituting Refinancing Equivalent Debt and Incremental Equivalent Debt that are secured on a pari passu basis with the Term Loans Revolving Credit Loans) during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duedue and (z) all voluntary prepayments of Revolving Credit Loans made to account for any arrangement fees payable pursuant to the CoBank Fee Letter, in each case to the extent the Revolving Credit Commitments or such other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x), (y) and (yz), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); minus (C) without duplication of amounts deducted pursuant to clause (G) below, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property made in cash during such period by the Borrower or its Restricted Subsidiaries to the extent not financed with long term Indebtedness (other than revolving or intercompany Indebtedness), in each case, of the Borrower and its Restricted Subsidiaries; minus (D) without duplication of amounts deducted pursuant to clauses (E) and (G) below, the amount of Investments made pursuant to Sections 7.02(b), (f) (other than Investments in the Borrower or any of its Restricted Subsidiaries, to the extent made in reliance on clause (ii) thereof (or any modification, replacement, renewal, reinvestment or extension thereof in accordance with clause (iii) thereof), (i), (m), (n), (s) (other than to the extent funded with Investments pursuant to Section 7.02(n) to the extent the amount of such Investments under Section 7.02(n) were already deducted under this clause (vii)), (u) (other than Investments in Restricted Subsidiaries), (v) (other than Investments in Restricted Subsidiaries), (aa) (other than Investments in Restricted Subsidiaries) and (ff), and the amount of acquisitions made during such period to the extent that such Investments and acquisitions were not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness) of the Borrower or its Restricted Subsidiaries; minus (E) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(c), (f), (g), (h), (i) (to the extent of any cash expenditures), (j), (k), (l) (to the extent included in Consolidated Net Income), (n), (o) (to the extent included in Consolidated Net Income), (p) (to the extent the making of such Restricted Payment pursuant to such other clause of Section 7.06 is permitted to be applied against the prepayment under this Section 2.05(b)(i) on a dollar for dollar basis), (r), (s), (t), (u), (v) and, to the extent of any cash expenditures, (x); minus (F) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are made in connection with any payment of Indebtedness to the extent such amounts are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments of Indebtedness reduced Excess Cash Flow pursuant to clause (b)(iii) of the definition of Excess Cash Flow or reduced the mandatory prepayment required by this Section 2.05(b)(i) above; minus (G) without duplication of amounts deducted from Excess Cash Flow, at the option of the Borrower, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period or otherwise budgeted to be paid in cash, in either case, relating to tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions and made during such period or after such period and prior to the time the payment pursuant to this Section 2.05(b)(i) is due or projected by the Borrower to be consummated or made during the period of eighteen (18) consecutive fiscal months of the Borrower following the end of such period; provided that, to the extent the aggregate amount of cash actually utilized to finance such tax expenses, interest payments, Restricted Payments, Investments, Permitted Acquisitions, Capital Expenditures, Capitalized Software Expenditures or other acquisitions during such period of eighteen (18) consecutive fiscal months is less than the Contract Consideration or amount otherwise budgeted for, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of eighteen (18) consecutive fiscal months; provided, further, that (xprepayments pursuant to this Section 2.05(b)(i) shall only be required to the extent the ECF Percentage Payment Amount exceeds $5,000,000 (and then only amounts in excess of such $5,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal required to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00paid).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid Term Loans in an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 3130, 20172018) minus (B) the sum of (xwithout duplication) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y1) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.05(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the time the payment amount required to be prepaid pursuant to this Section 2.05(b2.05(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and but in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that to the extent no payment of any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Term Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% required under this Section 2.05(b)(i) if the Total Consolidated Senior Secured Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.003.50:1.00.

Mandatory. (i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) In the event and on each date that the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in the Revolving Exposures exceeds an amount (the “ECF Payment Amount”) equal to (A) 50.0% the lesser of (1) the aggregate Commitments at such percentage as it may be reduced as described belowtime, (2) the “ECF Percentage”Borrowing Base at such time and (3) of Excess Cash Flowthe Facilities Reduction Amount at such time, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of Availability Block, minus (xC) the Specified Reserves, plus (D) the Overadvance Maximum Amount at such time, plus (E) the Special Agent Loan Maximum Amount at such time, the Borrower shall: first, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and second, after all voluntary prepayments Revolving Borrowings and cancellations of Term LoansSwingline Loans have been repaid in full, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to deposit cash collateral in an account with the extent not deducted Collateral Agent pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.03(l), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an aggregate amount equal to such excess. Notwithstanding the discounted amount actually paid in respect of the principal amount of such Indebtedness))foregoing, and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses any repayment or prepayment required to be made pursuant to this paragraph due to (x) and a reduction by the Administrative Agent of the Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or (y) the Borrowing Base in effect at any time, as determined by the Administrative Agent, being less than the amount set forth as the “Borrowing Base” in the Borrowing Base Certificate most recently delivered by the Borrower prior to such time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a) (other than, in the case of clause (y), as a result of any Designated Subsidiary ceasing to the extent be such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v2.15(b) or Section 10.07(h) the consummation of any Disposition), the Borrower shall not be required to make any repayment or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount prepayment pursuant to this clause (B); providedparagraph until the fifth Business Day after the date of notice of such reduction, furtheror of such deficiency, that (x) to the ECF Percentage Borrower by the Administrative Agent. Any repayment or prepayment made pursuant to this paragraph shall be 25.0% if the Total Net First Lien Leverage Ratio as not, in itself, result in a reduction of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00any Commitment.

Mandatory. (i) Within Subject to the last paragraph of this Section 2.05(b), for any Excess Cash Flow Period, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, shall prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described adjusted pursuant to the proviso below, the “ECF Percentage”) of Excess Cash FlowFlow for such Excess Cash Flow Period, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) at the sum option of the Borrower, the aggregate amount (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (other than any amount applied to reduce the extent not deducted pursuant to prepayment required under this clause (Bb) in respect of the any prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case except to the extent such revolving credit facility commitments are permanently reduced by the amount of such paymentsprepayment, and in the case of each of the immediately preceding clauses (x) and (y)repurchase, to the extent such prepayments are not financed prepayment, expenditure or Restricted Payment is funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany Indebtedness); provided that to loans) of the extent any sum of (1) the aggregate amount of all voluntary prepayments described in this clause and repurchases (B) are made including prepayments at a discount to par pursuant to any purchases or assignments and open market purchases, with credit given for the actual amount of the Loans pursuant cash payment) made by the Borrower or any of its Restricted Subsidiaries (or committed to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amountbe made) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); providedt) First Lien Term Loans, further(u) Initial Term Loans, that (v) New Term Loans, (w) Refinanced Second Lien Indebtedness, (x) the “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, (y) other Indebtedness that is secured by the Collateral on a pari passu or senior basis with Liens securing the Obligations and (z) any refinancing, replacement or extension of any of the foregoing (in each case of prepayments of a revolving facility or “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, to the extent accompanied by a corresponding permanent commitment reduction), (2) [reserved], (3) the aggregate amount of all capital expenditures and Investments made (or committed to be made subject to reversal of such deduction if any such committed amount is not actually expended within a twelve-month period after commitment thereof) in cash, and (4) Restricted Payments (other than non-cash Restricted Payments and Restricted Payments made pursuant to clause (3) of the second paragraph under Section 7.05), in each case, made (or committed to be made) during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the relevant Excess Cash Flow Period, or, at the option of the Borrower, on the date on which the relevant Excess Cash Flow prepayment is required to be made (such amounts in clauses (1) through (4), “ECF Percentage Deductions”) and such ECF Deductions may be applied to reduce payments under this Section 2.05(b)(i) in respect of subsequent Excess Cash Flow Periods to the extent the amount of such ECF Deductions exceeds the amount of payments required under this Section 2.05(b)(i) in respect of the current Excess Cash Flow Period; provided that such percentage in respect of any Excess Cash Flow Period shall be 25.0reduced to 25% or 0% if the Total Consolidated Secured Net First Lien Leverage Ratio as of the last day of the fiscal year covered by to which such financial statements was less than or equal Excess Cash Flow Period relates (but giving Pro Forma Effect to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of any payment under this Section 2.05 made after the last day of the fiscal year covered by to which such financial statements Excess Cash Flow Period relates but prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made) was equal to or less than 5.25 to 1.00 or 4.75 to 1.00, respectively; provided further that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to 2.50:1.00or less than (the “ECF Threshold”) the greater of $26,250,000 and 12.5% of Consolidated EBITDA of the Group Parties (and only amounts in excess of the ECF Threshold shall be applied to the payment thereof). Notwithstanding anything to the contrary in the foregoing, the Borrower may elect to use a portion of such amount of payments otherwise required under this Section 2.05(b)(i) in respect of any such Excess Cash Flow Period to prepay or repurchase any other Indebtedness that is secured by the Collateral, in each case in an amount not to exceed the product of (1) the amount of payments otherwise required under this Section 2.05(b)(i) in respect of such Excess Cash Flow Period and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid Term Loans in an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 313026, 201720182021 (for the avoidance of doubt, this Section 2.05(b)(i) shall not apply to fiscal year ending December 27, 2020)) minus (B) the sum of (xwithout duplication) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y1) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (excluding any voluntary prepayments of Term Loans made during such fiscal year that reduced the amount required to the extent not deducted be prepaid pursuant to this clause (BSection 2.05(b)(i) in respect of the prior fiscal year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is due and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year (excluding any voluntary prepayments of Revolving Credit Loans made during such fiscal year that reduced the time the payment amount required to be prepaid pursuant to this Section 2.05(b2.05(b)(i) in the prior fiscal year) or after year-end and prior to when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, and but in the case of each of the immediately preceding clauses (x1) and (y2), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided that to the extent no payment of any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Term Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% required under this Section 2.05(b)(i) if the Total Consolidated Senior Secured Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.003.50:1.00.

Mandatory. (i) Within ten Subject to the last paragraph in this Section 2.03(b), within five (105) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Borrowers shall, subject to clause clauses (b)(viv) and (vi) of this Section 2.052.03, prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (xi) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted Loans made pursuant to this clause (B) in respect of the prior yearSection 2.03(a)(i) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b2.03(a)(iv) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), Loans and only to the extent that such Loans have been cancelled) and (yii) all voluntary prepayments of revolving loans under any constituting Senior Lien Obligations or that are is secured on a pari passu an equal priority basis with the Term Loans during such fiscal year Obligations (in each case, to the extent not deducted pursuant this clause (B) accompanied by a permanent reduction in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is duecorresponding revolving commitments), in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (xi) and (yii), (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 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and in each case to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness Funded Debt (other than any Indebtedness under any revolving or intercompany Indebtednesscredit facilities); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.025% if the Total Secured Net First Lien Leverage Ratio as of the last day end of the fiscal year covered by such financial statements was (A) prior to the Delayed Draw Funding Date, less than or equal to 6.00 to 1.00 and greater than 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, less than or equal to 4.75 to 1.00 and greater than 4.25 to 1.00, and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 (1) prior to the Delayed Draw Funding Date, 5.50 to 1.00 or (2) on and greater than 2.50:1.00 and (y) after the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal Delayed Draw Funding Date, 4.25 to 2.50:1.001.00.

Mandatory. (i) Within ten (10) five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2017) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior or, without duplication across periods, after year) or after such fiscal year -end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case (2) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) or otherwise during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x), during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (x) 1), (2), (3), and (y4), except to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year; provided further that, to the extent any Other Applicable Indebtedness is outstanding that requires a payment from any Excess Cash Flow, the ECF Payment Amount pursuant Excess Cash Flow payment required to be made by the Borrower under this clause (B); provided, further, that (x) the ECF Percentage Agreement shall be 25.0% if limited to the Total Net First Lien Leverage Ratio as Other Applicable Indebtedness Pro Rata Amount of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00required payment.

Mandatory. (i) Within ten (10) five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the first full fiscal year ended December 31, 2015) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the sum of (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior or, without duplication across periods, after year) or after such fiscal year -end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case (2) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent such revolving credit facility commitments the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (5) all voluntary prepayments of Revolving Credit Loans (if any) incurred on the Closing Date to finance any upfront fees implemented pursuant to the “market flex” provisions of the Fee Letter, and in the case of each of the immediately preceding clauses (x1), (2), (3), (4) and (y5), except to the extent such prepayments are not financed funded with the proceeds of other long long-term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year-end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) Excess Cash Flow prepayment for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the succeeding fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00year.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended September 30, 2016) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clause (b)(vib)(vii) of this Section 2.05, prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”if positive) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior yearSection 2.05(a)(v) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans10.07(l), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments (including, without limitation, any debt buybacks) of other Indebtedness permitted to be incurred hereunder that is pari passu in right of payment with the extent not deducted pursuant this clause (B) Obligations, provided that in respect of any voluntary prepayments of any revolving credit facility the prior yearcommitments thereunder are permanently reduced by the amount of such prepayments and (4) or after all other voluntary prepayments of loans under the ABL Facility during such fiscal year or, without duplication across periods, after year end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case to the extent such revolving credit facility commitments under the ABL Facility are permanently reduced by the amount of such payments, and and, in the case of each of the immediately preceding clauses (x1), (2), (3) and (y4), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness)Internally Generated Cash; provided and provided, further that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwiseif such amount does not exceed $1,000,000, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to then no such purchase or assignment payment will be deducted from the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00required.

Mandatory. (i) Within ten (10) Business Days after No later than five days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of the Lead Borrower (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower shall, subject Borrowers shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term B Loans in right of payment or right of security) in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the such fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans during such fiscal year (to in each case secured by the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured Collateral on a pari passu basis with the 2018 Refinancing Term B Loans), (2) the amount actually paid (but in no event exceeding par) in respect of Term Loans (in each case secured by the Collateral on a pari passu basis with the 2018 Refinancing Term B loans) purchased pursuant to Section 2.14 and Section 2.15 and (3) all voluntary prepayments of Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent such revolving credit facility commitments Revolving Credit Commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (x1) and through (y3), to the extent such prepayments are not financed funded with Internally Generated Cash of the applicable Borrower(s) (the difference of (A) minus (B), the “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, either Borrower (or any Restricted Subsidiary of the Lead Borrower) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the proceeds Obligations under 2018 Refinancing Term B Loans and Revolving Credit Loans, pursuant to the terms of other long term the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then such Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (other than revolving or intercompany Indebtedness); provided Term Loans that are junior to the extent any prepayments described 2018 Refinancing Term B Loans in this clause (Bright of payment or right of security) are made and Other Applicable Indebtedness at a discount such time; provided, that the portion of such ECF Prepayment Amount allocated to par the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to any purchases the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term B Loans in right of payment or assignments right of security) in accordance with the terms hereof) to the prepayment of the Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term B Loans in right of payment or right of security) and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount that would have otherwise been required pursuant to this clause (B)Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (xand in any event within ten (10) Business Days after the ECF Percentage shall date of such rejection) be 25.0% if applied to prepay the Total Net First Lien Leverage Ratio as Term Loans (other than Term Loans that are junior to the 2018 Refinancing Term B Loans in right of payment or right of security) in accordance with the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00terms hereof.

Mandatory. (i) Within ten fifteen (1015) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a) (the date any such prepayment is required to be made, an “ECF Payment Date”), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year of the Borrower ending on December 31, 20172013) minus (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the aggregate principal amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facilityLoans made pursuant to Section 2.05(a) made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year or on or prior to the applicable ECF Payment Date (without duplication) to the extent not deducted financed with Internally Generated Cash Flow, (2) the aggregate principal amount of any voluntary prepayments of First Lien Term Loans made pursuant this clause (Bto Section 2.05(a) in respect of the prior year) or after First Lien Credit Agreement during such fiscal year end and or on or prior to the time the payment pursuant to this Section 2.05(bapplicable ECF Payment Date (without duplication) is due, in each case to the extent such revolving credit facility commitments financed with Internally Generated Cash Flow, (3) solely to the extent the amount of the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) are permanently reduced by pursuant to Section 2.06 of the First Lien Credit Agreement in connection therewith (and solely to the extent of the amount of such paymentsreduction), and the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans (as defined in the case of each First Lien Credit Agreement) made pursuant to Section 2.05(a) of the immediately preceding clauses First Lien Credit Agreement during such fiscal year or, at the Borrower’s option, on or prior to the applicable ECF Payment Date (xwithout duplication) and (y), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)Internally Generated Cash Flow; provided, furtherthat, that (x) the ECF Percentage with respect to any fiscal year, such percentage shall be 25.0reduced to 25% if the Total Net First Lien Leverage Ratio as of the last day of the such fiscal year covered by such financial statements was less than or equal to 3.00:1.00 3.75:1.00; and greater than 2.50:1.00 and (yprovided, further, that no mandatory prepayment under this Section 2.05(b)(i) the ECF Percentage shall be 0% required with respect to any fiscal year if the Total Net First Lien Leverage Ratio as of the last day of the such fiscal year covered by such financial statements was less than or equal to 2.50:1.003.25:1.00.

Mandatory. (i) Within ten (10) five Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the first full fiscal year ended December 31, 2015) and the related Compliance Certificate has is required to have been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay be prepaid an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to the sum of (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31minus, 2017) minus without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (x1) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Indebtedness)), and (y) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during such fiscal year or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or, without duplication across periods, after year‑end and prior to when such Excess Cash Flow prepayment is due, to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to Initial Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments and/or Incremental Revolving Credit Commitments, as the time the payment pursuant to this Section 2.05(b) is duecase may be, in each case to the extent such revolving credit facility commitments are permanently reduced by the amount of such paymentspayments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x) during such fiscal year or after year‑end and prior to when such Excess Cash Flow prepayment is due and (5) all AMERICAS 94626185 voluntary prepayments of Revolving Credit Loans (if any) incurred on the Closing Date to finance any upfront fees implemented pursuant to the “market flex” provisions of the Fee Letter, and in the case of each of the immediately preceding clauses (x1), (2), (3), (4) and (y5), except to the extent such prepayments are not financed funded with the proceeds of other long term long‑term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Loans); provided that that, to the extent any prepayments described in this clause (B) are deduction is made at a discount to par pursuant to any purchases or assignments of the Loans pursuant foregoing clauses (1), (2), (3) and (4) after year‑end and prior to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwisewhen such Excess Cash Flow prepayment is due, only the purchase price (and such prepayment shall not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from with respect to the ECF Payment Amount pursuant to this clause (B); provided, further, that (x) Excess Cash Flow prepayment for the ECF Percentage shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the succeeding fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00year.

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2019) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject shall cause to be offered to be prepaid in accordance with clause (b)(vib)(ix) of this Section 2.05below, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to when such Excess Cash Flow prepayment is made (including, in the time the payment case of Term Loans prepaid pursuant to this (x) Section 2.05(b) is due (including 2.05(a)(v), the amount of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) Section 10.07(l), the actual purchase price paid in cash pursuant to open-market purchases), (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case made to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such paymentspayments and (3) all voluntary prepayments, repurchases or redemptions of Senior Notes during such fiscal year or after year-end and prior to when such Excess Cash Flow payment is made, in the case of each of the immediately preceding clauses (x1), (2) and (y3), except to the extent such prepayments are not financed with the proceeds of an incurrence or issuance of other long term Indebtedness of Holdings or its Restricted Subsidiaries (other than revolving or intercompany Indebtedness)loans) and, without duplication of any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount repayments pursuant to this clause Section 2.05(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than the greater of $30,000,000 and 5% of Consolidated EBITDA (B); provided, further, that (x) the ECF Percentage and only such excess amount shall be 25.0% if applied to the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00payment thereof).

Mandatory. (i) Within ten five (105) Business Days after financial statements have been delivered pursuant to Section ‎Section 6.01(a) (commencing with the fiscal year ending December 31, 2018) and the related Compliance Certificate has been delivered pursuant to Section ‎Section 6.02(a), the Borrower shallshall cause to be offered to be prepaid in accordance with clause ‎(b)‎(vi) and ‎(ix) below, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount equal to (the “ECF Payment Amount”) equal to (A) 50.0% (such percentage as it may be reduced as described below, the “Applicable ECF Percentage”) Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus (B) the sum of (x1) all voluntary prepayments and cancellations prepayments, repurchases or redemptions of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including including, in the amount of any voluntary prepayments or cancellation case of Term LoansLoans prepaid pursuant to ‎(x) Section 2.05(a)(v), Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facility) made at a discount to par (in an amount equal to the discounted amount actually actual purchase price paid in respect of the principal amount of such Indebtedness)), cash pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the actual purchase price paid in cash pursuant to such purchase), (2) all voluntary prepayments prepayments, repurchases or redemptions of revolving loans that are secured on a pari passu basis with the Term Revolving Credit Loans during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year year-end and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due, in each case due to the extent such revolving credit facility commitments the Revolving Credit Commitments are permanently reduced by the amount of such payments, (3) 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 repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial 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, (4) the amount of Capital Expenditures or acquisitions of intellectual property 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 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), (5) the aggregate amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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 (A) the principal component of payments in respect of Financing Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to ‎Section 2.07, and (C) 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 (X) all other voluntary and mandatory prepayments of Term Loans and all prepayments and repayments of Revolving Credit Loans and Swing Line Loans and (Y) all prepayments in respect of any other revolving credit facility, except in the case of clause (Y) to the extent there is an equivalent permanent reduction in commitments thereunder to the extent financed with internally generated cash), (6) cash payments by the Borrower and its Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the 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) in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash, (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, 139 made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and 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) and paid (or committed to be paid) in cash pursuant to ‎Section 7.02 (other than ‎Section 7.02(a), ‎(c) or ‎(x)), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (8) the amount of Restricted Payments paid in cash (or committed to be paid) during such period or, at the option of the Borrower, paid 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 paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) pursuant to ‎Section 7.06(i) (clauses ‎(i), ‎(ii) or ‎(iii) only) or ‎Section 7.06(g), to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility, (9) the aggregate amount of expenditures made (or committed to be made) by the Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the 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 expenditures 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 expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, to the extent financed with internally generated cash, (10) the aggregate amount of any premium, make-whole or penalty payments paid (or committed to be paid) in cash by the Borrower and its Restricted Subsidiaries during such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such premium, make-whole or penalty payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) that are required to be made in connection with any prepayment of Indebtedness, to the extent financed with internally generated cash and (11) the amount of cash taxes paid (or committed to be paid) in such period or, at the option of the Borrower, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such taxes are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, in the case of each of the immediately preceding clauses ‎(1) through (x) and (y11), to the extent such prepayments are not financed with the proceeds without duplication of other long term Indebtedness (other than revolving or intercompany Indebtedness)any deduction from Excess Cash Flow in any prior period; provided that to the extent any prepayments described in this clause (B) are made at a discount to par pursuant to any purchases or assignments of the Loans pursuant to Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount) of the applicable Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause (B)Section 2.05(b)(i) shall only be required for any fiscal year if the amount of ECF Prepayment Amount for such fiscal year is greater than $25,000,000; provided, further, that (x) that, for the ECF Percentage avoidance of doubt, only amounts in excess of such $25,000,000 shall be 25.0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal prepaid pursuant to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 2.50:1.00this Section 2.05(b)(i).