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 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 (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 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 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) 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 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 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 (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 (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) 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 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 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 (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 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 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 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 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 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 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 (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) 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 (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 (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) 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) 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 (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 (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 ended on or aboutending December 31, 2017) 20132018, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) all voluntary Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility and excluding 102 Syniverse Credit Agreement amounts repaid pursuant to Section 2.05(a)(v) in excess of the actual cash amount paid in any such repayment) and (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 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 and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans with Excess Cash Flow for such fiscal year hereunder (subject to each Term Lender’s option to decline to accept such prepayment pursuant to Section 2.05(c)) (1I) during such fiscal year (to the extent which, in any event, shall not deducted include any designated prepayment pursuant to this clause (B2II) in respect below) and (2II) 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(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 Indebtedness2.05(b)(i)(B)(2II)), 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 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 Consolidated First Lien Leverage 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 3.75:1.00 and (y) the ECF Percentage shall be 0% if the Total Net First Consolidated Senior SecuredFirst Lien Leverage 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 2.50:1.002.75:1.00.

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 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, 2016) 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)(viii) 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 Loans and Incremental Equivalent Debt Second Lien Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time and in the case of Loans prepaid at a discount to par pursuant to a Dutch auction, with such reduction of the amount of Excess Cash Flow prepayments being equal to the extent not deducted aggregate amount of cash paid to buy back such loans), (2) the amount of any reduction in the outstanding amount of any (x) Term Loans in accordance with Sections 10.07(l) or (m) or (y) Second Lien Term Loans in accordance with Sections 10.07(l) or (m) or (y) of the Second Lien Credit Agreement, in each case including in connection with any Dutch auction, made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (it being understood that any such reduction 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 facility2) made at a discount to par will only reduce such payment or prepayment pursuant to this clause (in an amount equal to b)(i) by the discounted amount actually paid in respect of the principal amount of such Indebtedness)), cash actually paid) and (y3) 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, 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 Net Proceeds of other long any Designated Equity Contribution or long-term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent ) and, without duplication of any prepayments described deduction from Excess Cash Flow 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 2.50:1.00prior period.

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 (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay 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. (ii) If (1) the Lead Borrower or any Restricted Subsidiary of the Lead Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (s)) or (2) any Casualty Event occurs, which results in the ECF Percentage realization or receipt by the Lead Borrower or any Restricted Subsidiary of Net Proceeds, the Borrowers shall cause to be 25.0% if prepaid on or prior to the Total Net First Lien Leverage Ratio as date which is five (5) Business Days after the date of the last day of realization or receipt by the fiscal year covered by such financial statements was less than Lead Borrower 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.any Restricted 84

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, 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) 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 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, 122 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) (commencing with the fiscal year ended December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a6.02(b) (or, in the case of the prepayment with respect to Excess Cash Flow for the fiscal year ended December 31, 2012, on or prior to March 1, 2013), the Borrower shall, subject shall cause to clause (b)(vi) of this Section 2.05, prepay an be prepaid thean 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 ended December 31, 20172007) minus minus, (B) the sum of (xi) all voluntary voluntarythe aggregate amount of all buybacks or prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans made during such fiscal year (andpursuant to the extent not deducted Section 2.05(a)(v) and purchases made pursuant to this clause (B) Section 10.07(k), 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 Loanseach case, 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))Term Loans during such fiscal year, (ii) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) and all voluntary prepayments, repurchases, redemptions, defeasances and satisfactions and discharges of the Senior Secured Notes and any Incremental Equivalent Debt or other Indebtedness that is secured on a pari passu basis, and is pari passu in right of payment, with the Obligations under the Term Loans, during such fiscal year and (yiii) 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 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 (xi), (ii) and (yiiiii), to the extent such prepayments are not financed funded with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtednessthe difference of (A) minus (B), the “ECF Prepayment Amount”); 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 is less than or 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 3.00:1.00 and greater than 2.50:1.00 and 25% of Excess Cash Flowpercentage set forth in clause (yA) of the ECF Percentage Prepayment Amount above shall be 0replaced by 25% for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Net First Lien Leverage Ratio as of the last day of the fiscal year covered by such financial statements was is less than 4.5:1.4.50:1, the percentage set forth in clause (A) of the ECF Prepayment Amount above shall be replaced by 0% for the fiscal year covered by such financial statements; provided, however, that if at the time that any such prepayment would be required, the Borrower (or equal any Restricted Subsidiary of the Borrower) is required to 2.50:1.00prepay, or offer to repurchase, any Incremental Equivalent Debt that is secured by the Collateral on a pari passu basis, and is pari passu in right of payment, with the Obligations under the Term Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental 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 the 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 Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to 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 the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the 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 repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

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) 50.0% (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) Excess Cash Flow Period then ended minus (B) the sum of (xi) all voluntary prepayments of (x) Initial Loans and cancellations of Term (y) Loans that are not Initial Loans, Refinancing Incremental Equivalent Debt and Incremental Refinancing Equivalent Debt Debt, in each case that is secured by the Collateral on a pari passu basis with the Initial Loans, during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) Excess Cash Flow Period or after the end of such fiscal year end Excess Cash Flow Period and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including limited in the amount case of any voluntary prepayments or cancellation of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt (other than under a revolving facilitymade pursuant to Section 2.03(a)(v) 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 (as opposed to the face amount so prepaid)), ) and (yii) all voluntary prepayments of loans under the ABL Facilities or any other revolving loans that are secured on a pari passu basis with the Term Loans credit facilities during such fiscal year (Excess Cash Flow Period or after the end of such Excess Cash Flow Period 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) ABL Facilities 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 other revolving credit facility facilities (and commitments thereunder) are permanently reduced by the amount of such paymentspayments and, and in the case of each of the immediately preceding clauses (xi) and (yii), to the extent such prepayments are not financed funded with Internally Generated Cash (the proceeds difference of other long term Indebtedness (other than revolving or intercompany IndebtednessA) minus (B), the “ECF Prepayment Amount”); 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 no prepayment shall be deducted from the ECF Payment Amount required pursuant to this clause (B)Section 2.03(b)(i) if the ECF Prepayment Amount in any Fiscal Year is less than $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (xor any Restricted Subsidiary) 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 with the Initial Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or any Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Percentage Prepayment Amount, then the 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 Loans and Other Applicable Indebtedness at such time; provided that the portion of such ECF Prepayment Amount allocated to 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 the terms thereof, and the remaining amount of such ECF Prepayment Amount shall be 25.0% if allocated to the Total Net First Lien Leverage Ratio as Loans in accordance with the terms hereof) to the prepayment of the last day 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 Loans that would have otherwise been required pursuant to 3.00:1.00 and greater than 2.50:1.00 and (ythis Section 2.03(b)(i) the ECF Percentage shall be 0% if reduced accordingly; provided, further, that to the Total Net First Lien Leverage Ratio as extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the last day declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the fiscal year covered by such financial statements was less than or equal to 2.50:1.00Loans in accordance with the terms hereof.

Mandatory. (i) Within ten To the extent such payment is permitted under the ABL Credit Agreement as in effect on the Closing Date or is otherwise consented to pursuant to the terms of the ABL Credit Agreement, within 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 January 28, 20172025) 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 pursuant to Section 2.03(a)(i) during such fiscal year (to the extent not deducted pursuant to 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(bsuch mandatory prepayment is due, without duplication in any other Excess Cash Flow period) 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 (yii) 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 and 2.00 to 1.0, (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; provided further that no such payment shall be required if such amount is equal to or less than the greater of (I) $36,000,000 and (II) 10% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recent Test Period (and only the amount of such required prepayment that is in excess of such amount shall be required) and (z) if the amount of any required mandatory prepayment (without giving effect to the foregoing clause (y) of this proviso) is less than $0, the negative amount of such mandatory prepayment will be reduce the amount of any required prepayment pursuant to this clause (b)(i) in the immediately following fiscal year. For the avoidance of doubt, the Applicable Prepayment Amount shall not be due with respect to any payment made under this Section 2.03(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(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 (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 On any date (A) 50.0% (such percentage on which a cash equity contribution is deposited in the Borrower Collateral Account as it may be reduced as described below, a result of a loan made by First Gibraltar to the “ECF Percentage”) Borrower Parent pursuant to the terms of Excess the First Gibraltar Loan Agreement or on which a deposit of amounts paid under or in connection with any Related Documents is made to the Mafco Collateral Account or on which a deposit of amounts constituting Net Cash Flow, if any, for Proceeds from an Asset Sale is made to the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) minus Mafco Collateral Account and (B) either (I) a Default has occurred and is continuing, (II) the sum Borrower fails to deliver a Look-Forward Certificate or a Deposit Certificate with respect to such deposit in accordance with the terms of section 5.01(k) or (xIII) all voluntary prepayments and cancellations the Marvel IV Required Lenders determine, in their reasonable discretion, within 15 Business Days following the date of Term Loansthe receipt of the Look-Forward Certificate or within 2 Business Days following the date of the receipt of Deposit Certificate, Refinancing Equivalent Debt and Incremental Equivalent Debt during such fiscal year as the case may be, referred to in clause (B)(II), that the pro forma amounts available to the extent not deducted be loaned by First Gibraltar to Borrower Parent, together with amounts received by Mafco pursuant to this clause (B) or in respect of connection with any Related Document, will be less than $8 million in any calendar quarter or will not be sufficient to pay interest on the prior year) or after such fiscal year end Advances then outstanding, the Revolving Credit Facilities shall be automatically 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 permanently reduced by an amount equal to the discounted excess of (x) the amount actually paid of such cash equity contribution or the amount on deposit in the Mafco Collateral Account, as the case may be, plus any interest on Collateral Investments made with such contribution or deposit over (y) the sum of the amount of interest and fees then due and payable 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 Facilities plus the amount of such payments, and in the case of each expenses of the immediately preceding clauses Administrative Agent (x) including the reasonable fees and (y), expenses of counsel to the extent Administrative Agent) then due and payable. Each such prepayments are not financed with reduction of the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that Facilities shall be applied ratably first to the extent any prepayments described Tranche A Revolving Credit Facility and second to the Tranche B Revolving Credit Facility. Each such reduction of a Facility shall be made ratably among the Appropriate Lenders in this clause (B) are made at a discount accordance with their Commitments with respect to par pursuant to any purchases or assignments of such Facility. Any such amounts remaining after the Loans pursuant to foregoing application shall be applied as set forth in Section 2.05(a)(v) or Section 10.07(h) or (m) or otherwise, only the purchase price (and not the par amount2.05(b)(i) 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 2.50:1.00Term Credit Agreement.

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 five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2021) 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) 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) at the Lead 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 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) at the Lead 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 Lead Borrower’s option, all voluntary prepayments, repurchases or redemptions of any Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g) and any other Indebtedness (in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment) in each case, secured on a pari passu basis with the Initial Term Loans and 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 (provided that, any such voluntary prepayments described in the foregoing clauses (1) through (3) that have not been applied to reduce the prepayments which may be due from time to time pursuant to this Section 2.05(b)(i) shall be carried over to subsequent fiscal years, and may reduce the prepayments due from time to time pursuant to this Section 2.05(b)(i) during such fiscal years, until such time as such voluntary prepayments have been used to reduce such prepayments which may be due from time to time), (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 Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent financed with internally generated cash or Borrowings under the Revolving Credit Facility), (5) the aggregate amount of all principal payments of Indebtedness of the Lead Borrower or the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) (including (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 Lead Borrower and the Restricted Subsidiaries made (or committed to be made) during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period) in respect of long-term liabilities of the Lead 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 Lead Borrower and the Restricted Subsidiaries during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such 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 Lead 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, (9) the aggregate amount of expenditures made (or committed to be made) by the Lead Borrower and its Restricted Subsidiaries in cash during such period or, at the option of the Lead Borrower, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such 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 Lead Borrower and its Restricted Subsidiaries during such period or, at the option of the Lead 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 Lead 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 prepayments pursuant to this Section 2.05(b)(i) shall only be required for any fiscal year if the extent any prepayments described in this clause amount of ECF Payment Amount for such fiscal year is greater than the greater of (A) $25,000,000 and (B) are made 15% of LTM Consolidated EBITDA at a discount to par pursuant to any purchases or assignments the time 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)prepayment; provided, further, that that, for the avoidance of doubt, only amounts in excess of the greater of (xA) the ECF Percentage $25,000,000 and (B) 15% of LTM Consolidated EBITDA 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 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) 50.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) applicable Excess Cash Flow 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) 2022, minus (B) the sum of (x1) the aggregate amount of voluntary principal prepayments of the Loans and/or voluntary prepayments, redemptions, purchases or similar payment of any other Indebtedness secured by Liens on the Collateral ranking equal in priority (but without regard to the control of remedies) with the Liens on the Collateral securing the Obligations (including prepayments, redemptions, purchases or similar payments at a discount to par, with credit given to the aggregate principal amount of Indebtedness prepaid, redeemed, purchased, retired or reduced), but in each case excluding prepayments, redemptions, purchases or similar payments funded with the proceeds of Specified Refinancing Debt, Refinancing Notes, Credit Agreement Refinancing Indebtedness or any other long-term Indebtedness, and in the case of any prepayment of Revolving Loans, only to the extent that Revolving Commitments are permanently reduced in the same amount of such prepayments), (2) all voluntary prepayments Applicable ECF Credits and cancellations of Term Loans(3) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii), Refinancing Equivalent Debt and Incremental Equivalent Debt in each case 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 such prepayment pursuant to this Section 2.05(b) is due and (including C) without duplication, to the extent that the amount of payments described in clauses (B)(1) through (3) above would exceed the amount calculated pursuant to clause (A) above for any voluntary prepayments or cancellation of Term Loansfiscal year, 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))excess shall, at the Borrower’s option, be carried forward to the next fiscal year (and not any subsequent filed year) and be used as a credit against the amount calculated pursuant to clause (yA) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term Loans during above in such fiscal year (to any payments described in the extent not deducted pursuant foregoing clauses (1) through (3) of this clause (B) in respect made after the end of the prior year) or after such applicable fiscal year end and but prior to the time the payment such prepayment pursuant to this Section 2.05(b) is duedue in respect of such fiscal year, in each case an “After Year End Payment”; provided further that the Borrower may use a portion of Excess Cash Flow to prepay any other Indebtedness that is secured by Liens or the Collateral that rank on an equal priority basis (but without regard to the control of remedies) with Liens or the Collateral securing the Obligations to the extent such revolving credit facility commitments other Indebtedness and the Liens securing the same are permanently reduced by permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment thereof with the Excess Cash Flow in an amount not to exceed the product of (1) the amount of such payments, and in the case of each of the immediately preceding clauses (x) Excess Cash Flow and (y)2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such prepayments are amount is not financed in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the proceeds denominator of which is the aggregate outstanding principal amount of Term Loans and such other long term Indebtedness (other than revolving or intercompany Indebtedness); provided that to the extent any prepayments described such amount is not in this clause (B) are made at a discount to par pursuant Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I), provided, that, no prepayment shall be required with respect to any purchases or assignments of Excess Cash Flow Period to 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 extent Excess Cash Flow for 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 period is 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$25.0 million.

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, 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) 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)(ii) 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 (B) in respect of Section 2.06(b)(B)in 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 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 2.50:1.001.00:1.00.

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 (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 ‎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).

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), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower shallbeginning with the first full fiscal year ended after the Closing Dateending April 30, subject to clause (b)(vi) of this Section 2.052024, the Borrower 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 first full fiscal year ending on December 31ended after the Closing Dateending April 30, 2017) 2024 minus (B) the sum aggregate amount of voluntary principal prepayments of (x) all voluntary prepayments and cancellations of the 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 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(a)(i), and (y) all voluntary prepayments the Second Lien Loans pursuant to Section 2.03(a)(i) of revolving loans that are secured on a pari passu basis with the Term Second Lien Credit Agreement and (z) the ABL Loans during such fiscal year pursuant to Section 2.05(a)(i) of the ABL Facility (but only to the extent not deducted accompanied by a corresponding permanent reduction in the revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant this clause to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (Bas defined in the Second Lien Credit Agreement) of the Second Lien Loans, minus (D) the aggregate payments made by the Borrower and its Restricted Subsidiaries in respect of the prior year) Capital Expenditures, Permitted Acquisitions or after such fiscal year end and prior to the time the payment other Investments pursuant to this Section 2.05(b2.03(a)(iii) is due, in each case to of the extent such revolving credit facility commitments are permanently reduced by the amount of such payments, and Second Lien Credit Agreement7.02 (in the case of each of the immediately preceding clauses (xB) and, (C) and (yD), to the extent such prepayments are not financed with the proceeds of other long term Indebtedness (other than revolving or intercompany Indebtednessinternally generated funds); 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 25% or 0% if the Total Net First Lien Leverage Ratio as of the last day of the prior fiscal year covered by such financial statements was less than 5.50:1.00 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 2.50:1.005.00:1.00, respectively.

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) 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 ten Subject to the last paragraph of this Section 2.04(b), within 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 2.052.04, 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 $24,000,000, 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 2.04(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 pursuant to Section 2.07(a)(i) of the First Lien Credit Agreement 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 amount Revolving Commitments and (3) voluntary prepayments of any other Indebtedness under the First Lien Credit Agreement pursuant to Section 2.07(a)(i) of the First Lien Credit Agreement or voluntary prepayments of Credit Agreement Refinancing Indebtedness (as defined in the First Lien Credit Agreement) or Incremental Equivalent Debt (as defined in the First Lien Credit Agreement), in each case to the extent secured on a pari passu basis with the First 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 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 7.25:1.00 and greater than 2.50:1.00 6.50:1.00 and (yz) 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 2.50:1.006.50:1.00.

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(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 3125, 20172022) 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 2.50:1.003.00:1.00.

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 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) 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 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 Subject to clause (10ix) of this Section 2.05(b), within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2015) 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 covered by such financial statements (commencing with the fiscal year ending on December 31, 2017) Excess Cash Flow Period then ended minus (B) the sum of (x1) all voluntary prepayments and cancellations of (x) First Lien Term Loans, First Lien Incremental Equivalent Debt and First Lien Refinancing Equivalent Debt secured on a pari passu or senior basis with the InitialTerm B-3 Loans, (y) InitialTerm B-3 Loans and (z) Loans, Incremental Equivalent Debt during such fiscal year (to the extent not deducted pursuant to and Refinancing Equivalent Debt, in each case in this clause (B) in respect of z), required to be secured by the prior year) Collateral on a pari passu basis with the InitialTerm B-3 Loans, during such Excess Cash Flow Period or after the end of such fiscal year end Excess Cash Flow Period and prior to the time the payment pursuant to this Section 2.05(b) when such Excess Cash Flow prepayment is due (including limited in the amount case of any voluntary prepayments or cancellation made pursuant to Section 2.05(a)(v) and Section 2.05(a)(v) 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 the First Lien Credit Agreement to the discounted amount actually paid in respect of the principal amount of such IndebtednessLoans and First Lien Term Loans (as opposed to the face amount so prepaid)), ) and (y2) all voluntary prepayments of revolving loans that are secured on a pari passu basis with the Term First Lien Revolving Credit Loans or First Lien Incremental Revolving Loans during such fiscal year (Excess Cash Flow Period or after the end of such Excess Cash Flow Period 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) First Lien Revolving Credit Commitments or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is dueFirst Lien Incremental Revolving Commitments, in each case to the extent such revolving credit facility commitments as applicable, are permanently reduced by the amount of such payments, payments and in the case of each of the immediately preceding clauses (x1) and (y), 2) 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 25.0% 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 2.50:1.00Internally Generated Cash.

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 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 (t) Second Lien Term Loans, (u) Initial Term Loans or, 2022 Incremental Term Loans or other Indebtedness subject to such purchase or assignment will be deducted from the ECF Payment Amount pursuant to this clause 2023 Term Loans, (B); providedv) New Term Loans, further(w) Refinanced First Lien Indebtedness, that (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 first lien pari passu basis with Liens securing the Obligations or on a pari passu or senior basis with Liens securing the Second Lien Term Facility 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 Net Consolidated First Lien Net 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 4.00 to 1.00 or 3.50 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 $21,000,000 and 10.0% 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 (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. 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) 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 loansLoans and 2021 Incremental Term 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 Loans, 2021 Incremental Term 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 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) (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) 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 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 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 i)Within 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, 20172018January 28, 2023) 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 and 2.00 to 1.0 and1.0, (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 1.0.1.01.0; provided further that no such payment shall be required if such amount is equal to or less than the greater of (I) $36,000,000 and (II) 10% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recent Test Period (and only the amount of such required prepayment that is in excess of such amount shall be required) and (z) if the amount of any required mandatory prepayment (without giving effect to the foregoing clause (y) of this proviso) is less than $0, the negative amount of such mandatory prepayment will be reduce the amount of any required prepayment pursuant to this clause (b)(i) in the immediately following fiscal year.

Mandatory. (i) 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 relevant fiscal year and, at the option of the Borrowers (without duplication of amounts taken or credited in prior years), thereafter prior to the related Excess Cash Flow payment date; provided, that no prepayment of Term Loans under this clause (b)(i) shall be 0% if the Total Net First Lien Leverage Ratio as of the last day of the required unless Excess Cash Flow for such fiscal year covered by such financial statements was less than or equal to 2.50:1.00.is in an

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, 104 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 the Amendment No. 4 Term Loans and repurchased or redeemed on a pro rata basis or less than pro rata basis with the Initial Term Loans and the Amendment No. 4 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 (10) Business Days after the date financial statements have been are required to be delivered pursuant to Section 6.01(a) and (or, for the related Compliance Certificate has been fiscal year ending on December 31, 2021, within thirty (30) days after the date financial statements are required to be delivered pursuant to Section 6.02(a6.01(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) 50.075.0% (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, 20172021, but solely, with respect to the fiscal year ending on December 31, 2021, from the period beginning April 1, 2021 and ending December 31, 2021) minus (B) the sum of (x) all voluntary prepayments and cancellations of Term Loans, Refinancing Equivalent Debt and Incremental Equivalent Debt Loans 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) Loans 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 incurrences of long-term Indebtedness (other than revolving or intercompany IndebtednessRevolving Credit Borrowings); 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 25.050% 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 the fiscal year covered by such financial statements was less than or equal to 2.50:1.002.00:1.00.

Mandatory. (i) Within ten five (105) 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 pursuant this clause financed with Internally Generated Cash Flow and (B2) 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 solely to the extent such revolving credit facility commitments the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such payments, and in the case of each of the immediately preceding clauses (x) and (yreduction), the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year or, at the Borrower’s option, on or prior to the applicable ECF Payment Date (without duplication) 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%4) 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.