Common use of Mandatory Clause in Contracts

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.

Mandatory. (i) Within five (5) ten Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower Borrowers shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31ending on or about January 3, 2009) 2016, minus (B) the sum of (i1) all the aggregate amount of voluntary principal prepayments of Term the Loans during such fiscal year (except prepayments of (x) Swing Line Loans and (iiy) all voluntary prepayments Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Tranches and Loans during repurchased pursuant to Dutch Auctions or open market purchases in an amount equal to the discounted purchase price of such fiscal year Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases), in each case other than to the extent the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness or anything else other than internally generated cash flowand (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) Excess Cash Flow Period relates was less than 3.00:1.00 or equal to 3.0 to 1.02.50:1.00, respectively.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the Parent end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) after the Closing Date minus (B) the sum aggregate amount of voluntary principal prepayments of (ix) all voluntary prepayments of the Term Loans during such fiscal year pursuant to Section 2.03(a)(i), (y) the Second Lien Loans pursuant to Section 2.03(a)(i) of the Second Lien Credit Agreement and (iiz) all voluntary prepayments the ABL Loans pursuant to Section 2.05(a)(i) of Revolving Credit Loans during such fiscal year the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the amount Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of such payments, the Second Lien Loans pursuant to Section 2.03(a)(iii) of the Second Lien Credit Agreement (in the case of each of the immediately preceding clauses (iB) and (iiC), to the extent such prepayments are not funded financed with the proceeds of Indebtedness or anything else other than internally generated cash flowfunds); provided that (x) the ECF Percentage such percentage shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for as of the last day of the prior fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 5.50:1.00 or equal to 3.0 to 1.05.00:1.00, respectively.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid Term Loans in an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ended ending December 31, 20092007) minus (B) the sum of (without duplication) (i) all voluntary prepayments of Term Loans during such fiscal year and year, (ii) all voluntary prepayments of Revolving Credit Working Capital RC Loans during such fiscal year to the extent the Revolving Credit Working Capital RC Commitments are permanently reduced by the amount of such payments, and (iii) all mandatory prepayments of Term Loans pursuant to Section 2.06(b)(iv) in respect of such fiscal year, but in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Total Rent Adjusted Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and 5.25:1.00 but greater than 3.0 to 1.0 4.00:1.00 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 Rent Adjusted Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.04.00:1.00.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are were required hereunder to behave been) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to behave been) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to the excess (if any) of (A) 50% (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 Borrower (commencing with the fiscal year ended December 31Fiscal Year ending February 23, 20092013) minus covered by (or which would have been covered by) such financial statements over (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such paymentsfinancial statements, in the case of each of the immediately preceding clauses (i) and (ii), except to the extent such prepayments are not funded occurred in connection with the proceeds a refinancing of such Loans with other Indebtedness or anything else other than internally generated cash flow(such prepayments to be applied as set forth in clause (v) below); provided that (x) the ECF Percentage such percentage of Excess Cash Flow shall be reduced to 25% of such Excess Cash Flow if the Total Consolidated Leverage Ratio for at the fiscal year covered by end of such financial statements as set forth in the Compliance Certificate delivered pursuant Fiscal Year is equal to Section 6.02(a) was or less than or equal 3.00 to 6.0 to 1.0 and 1.00 but greater than 3.0 2.00 to 1.0 1.00 and (y) the ECF Percentage such prepayment shall not be 0% required if the Total Consolidated Leverage Ratio for at the fiscal year covered by end of such financial statements as set forth in the Compliance Certificate delivered pursuant Fiscal Year is equal to Section 6.02(a) was or less than or equal 2.00 to 3.0 to 1.01.00.

Mandatory. (i) Within Subject to the last paragraph in this Section 2.03(b), within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepayBorrowers (or the U.S. Borrower, in the case of the 2015-2 Incremental Loans) shall, subject to clause clauses (b)(viv) and (vi) of this Section 2.052.03(b), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during made pursuant to Section 2.03(a)(i) or Section 2.03(a)(iv) (in an 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 fiscal year Loans and only to the extent that such Loans have been cancelled) and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year loans under any constituting Senior Lien Obligations or that is secured on an equal priority basis with the Obligations (in each case, to the extent accompanied by a permanent reduction in the Revolving Credit Commitments are permanently reduced by the amount of such paymentscorresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and in each case to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else Funded Debt (other than internally generated cash flowany Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the Total Secured Net Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in was (A) prior to the Compliance Certificate delivered pursuant to Section 6.02(a) was Delayed Draw Funding Date, less than or equal to 6.0 6.00 to 1.0 1.00 and greater than 3.0 5.50 to 1.0 1.00 or (B) on and after the Delayed Draw Funding Date, less than or equal to 4.75 to 1.00 and greater than 4.25 to 1.00, and (y) the ECF Percentage shall be 0% if the Total Secured Net Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 (1) prior to 1.0the Delayed Draw Funding Date, 5.50 to 1.00 or (2) on and after the Delayed Draw Funding Date, 4.25 to 1.00.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 20092008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 5.50 to 1.00 and greater than or equal to 6.0 4.50 to 1.0 and greater than 3.0 to 1.0 1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal 4.50 to 3.0 to 1.01.00.

Mandatory. (i) Within five The Borrower shall, (5i) if it has delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Days after financial statements have been (or are required hereunder Day following the delivery of notice by the Administrative Agent to be) delivered the Lenders pursuant to the third sentence of such Section 6.01(aand (ii) and if it has not delivered the related Compliance Certificate has been (notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or is required hereunder to be) delivered pursuant to before the second Business Day following the 90th day following the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2013, prepay in accordance with Section 6.02(a2.06(b)(iii), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans Advances in accordance with Section 2.05(b)(v)) an amount equal to (A) if the Leverage Ratio as of the end of such Fiscal Year shall be greater than 4.50 to 1.00, 50% (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 ended December 31, 2009) minus Fiscal Year or (B) if the sum Leverage Ratio as of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount end of such paymentsFiscal Year shall be equal to or less than 4.50 to 1.00 but greater than 3.75 to 1.00, 25% of Excess Cash Flow for such Fiscal Year, in the case of each of the immediately preceding clauses (iA) and (iiB), to less the extent such principal amount of voluntary prepayments are not funded made by the Borrower in accordance with the proceeds terms of Indebtedness or anything else other than internally generated cash flow; provided that Section 2.06(a) on the Advances under the Term A Facility, the Term B Facility and/or any Series of New Term Loans during such Fiscal Year and (xC) if the ECF Percentage Leverage Ratio as of the end of such Fiscal Year shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant equal to Section 6.02(a) was or less than or equal 3.75 to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 1.00, 0% if the Total Leverage Ratio of Excess Cash Flow for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0Fiscal Year.

Mandatory. (i) Within five (5) ten Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower Borrowers shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended ending on December 31, 2009) 2014, minus (B) the sum of (i1) all the aggregate amount of voluntary principal prepayments of Term the Loans during such fiscal year (except prepayments of (x) Swing Line Loans and (iiy) all voluntary prepayments Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Tranches and Loans during repurchased pursuant to Dutch Auctions or open market purchases in an amount equal to the discounted purchase price of such fiscal year Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases), in each case other than to the extent the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness or anything else other than internally generated cash flowand (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) Excess Cash Flow Period relates was less than 4.25:1.00 or equal to 3.0 to 1.03.50:1.00, respectively.

Mandatory. (i) Within five (5) ten Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower Borrowers shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 5075% (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 in excess of $5,000,000 for the fiscal year covered by such financial statements (commencing with the fiscal year ended ending on December 31, 2009) 2017, minus (B) the sum of (i1) all the aggregate amount of voluntary principal prepayments of Term the Loans during such fiscal year (except prepayments of (x) Swing Line Loans and (iiy) all voluntary prepayments Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iTranche) and Loans repurchased pursuant to Dutch Auctions or open market purchases (ii)in each case, to the extent offered to all Lenders on a pro rata basis) in an amount equal to the discounted purchase price of such prepayments are not Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases) in each case other than to the extent that any such prepayment is funded with the proceeds of Indebtedness Specified Refinancing Debt, Refinancing Notes or anything else any other than internally generated cash flowlong-term Indebtedness, in each case, occurring during the applicable Excess Cash Flow Period and (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 50%, 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant Excess Cash Flow Period relates was equal to Section 6.02(a) was or less than 3.75 to 1.00, 3.25 to 1.00 or equal 2.75 to 3.0 to 1.01.00, respectively.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2020) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), Nielsen and the Parent Borrower Dutch Borrower, as applicable, shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches Dollar Amount of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans (under and as defined in the Existing Credit Agreement) during such fiscal year to the extent that the Revolving Credit Commitments (under and as defined in the Existing Credit Agreement) are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that, notwithstanding the foregoing, if at the time that any prepayment would be required under this clause (xi) the ECF Percentage shall applicable Loan Parties are required to prepay the Existing Term Loans with Excess Cash Flow (and the Existing Credit Agreement does not otherwise permit the pro rata payment of the Term Loans with Excess Cash Flow to be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements applied as set forth in clause (vi) of this Section 2.05(b)), the Compliance Certificate delivered amount of prepayment required pursuant to Section 6.02(athis clause (i) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) shall not exceed the amount that would have been the pro rata share of the Term Loans of the Applicable ECF Percentage shall be 0% if of Excess Cash Flow (determined on the Total Leverage Ratio for basis of the fiscal year covered by such financial statements as set forth in aggregate outstanding principal amount of the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.Term Loans and the Existing Term Loans);

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 20092017) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 5.50 to 1.00 and greater than or equal to 6.0 4.50 to 1.0 and greater than 3.0 to 1.0 1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal 4.50 to 3.0 to 1.01.00.

Mandatory. (i) Within five (5) 10 Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) 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 the delivered pursuant to such clauses), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended ending on December 31, 2009) 2015, minus (B) the sum aggregate amount of (i) all voluntary principal prepayments of Term the Loans during such fiscal year and (ii) all voluntary except prepayments of Revolving Credit Loans during such fiscal year under any Revolving Facility that are not accompanied by a corresponding permanent commitment reduction of the Revolving Facilities), other than to the extent the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness or anything else other than internally generated cash flowthe proceeds of non-ordinary course Dispositions of property; provided that the aggregate amount deducted pursuant to clause (xB) the ECF Percentage above with respect to Term Loans repurchased pursuant to Dutch Auctions or open market purchases at a discounted purchase price shall be the actual amount paid in respect of such Term Loans; provided further, such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) Excess Cash Flow Period relates was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.25:1.00 or equal to 3.0 to 1.03.75:1.00, respectively.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31September 30, 20092007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that so long as no Default then exists, (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Borrower’s ratio of Consolidated Total Leverage Ratio Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.75:1.00 but greater than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 3.75:1.00 and (y) the ECF Percentage no payment of any Loans shall be 0% required under this Section 2.05(b)(i) if the Borrower’s ratio of Consolidated Total Leverage Ratio Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.03.75:1.

Mandatory. (i) Within If the Applicable Credit Rating is not at least BBB- as of the end of any fiscal year, within five (5) Business Days after the financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) in respect of such fiscal year and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for (1) the period from but excluding the Closing Date to December 31, 2006, covered by such financial statements and (2) thereafter, the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2009) minus MINUS (B) the sum of (ix) all voluntary prepayments of Term Loans during such fiscal year and (iiy) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (ix) and (iiy), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided PROVIDED that (xA) the ECF Percentage percentage in Section 2.05(b)(i) shall be reduced to 25% if the Total Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 1.4 to 1.0 and greater than 3.0 or equal to 1.1 to 1.0 and (yB) the ECF Percentage no payment of any Loans shall be 0% required under this Section 2.05(b)(i) if the Total Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 1.1 to 1.0.

Mandatory. (i) Within i)Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepayshall, subject to clause (b)(vib)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) or Section 10.07(l), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility 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 the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.to

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount Dollar Amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 20092007) minus (B) the sum of (i) all voluntary prepayments of Term Loans made pursuant to Section 2.05(a)(i) during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.0 and greater than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.03.0.

Mandatory. (i) Within five Subject to Section 2.03(b)(vii), within fifteen (515) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepayshall, subject to clause (b)(vib)(v) of this Section 2.052.03, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December on or about January 31, 20092019) minus (B) the sum of (at the Borrower’s option) (i) all voluntary prepayments of Term Loans (including any Incremental Loans), pursuant to Section 2.03(a)(i), 2.03(a)(iv) (in an amount equal to the discounted amount actually paid in respect of the principal amount of such 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 (or 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 Credit Loans loans under the ABL Facilities during such fiscal year (or 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) to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced by commitments under the amount of such paymentsABL Facilities, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of long term Indebtedness or anything else (other than internally generated cash flowrevolving borrowings); provided that (x) the ECF Percentage shall be 25% if the Total First Lien Net Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 2.50 to 1.0 and greater than 3.0 2.00 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 2.00 to 1.0.

Mandatory. (i) Within five (5) Business Days (subject to Section 2.05(c)) after the date the Borrower is required to deliver financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) starting with the fiscal year ending on March 31, 2020, and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to the amount (if any) by which (A) 50% (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 4.35:1.00 but greater than 3.85:1.00, 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 3.85:1.00, 0% of Excess Cash Flow, in each case for the fiscal year covered by such financial statements (commencing with the fiscal year ended December ending March 31, 20092020) minus exceeds (B) the sum of (i) the aggregate amount of all voluntary prepayments of Term Loans 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 (ii) the sum of the aggregate amount of all voluntary prepayments of Revolving Credit Loans made during such fiscal year to prepay any Incremental Revolving Credit Loans (to the extent that such voluntary prepayments resulted in corresponding permanent reductions of commitments in respect thereof), Incremental Term Loans or Permitted Incremental Equivalent Debt in each case that is secured on a pari passu basis with the Revolving Credit Commitments are permanently reduced by the amount of such paymentsObligations, in the each case of each of the immediately preceding clauses (ix) and (ii), to the extent such prepayments are payments were not and have not been funded with the proceeds of additional long-term Indebtedness or anything else (other than internally generated cash flowRevolving Credit Loans), any Specified Equity Contribution or the use of the Cumulative Amount and were not otherwise financed and (y) made during the relevant fiscal year and, at the option of the Borrower (without duplication of amounts taken or credited in prior years), thereafter prior to the related Excess Cash Flow payment date; provided provided, that no prepayment of Term Loans under this clause (xb)(i) the ECF Percentage shall be 25% if the Total Leverage Ratio required unless Excess Cash Flow for the such fiscal year covered by is in an aggregate amount greater than or equal to $5,000,000 (any such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was amount less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) $5,000,000, the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.“

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related applicable Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall offer to prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31September 30, 20092012) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a)(i) and (ii) all voluntary prepayments of loans under the Revolving Credit Loans Agreement, or the Revolving Credit Facility under and as defined in this Agreement immediately prior to the Amendment No. 3 Effective Date, during such fiscal year to the extent the commitments under the Revolving Credit Commitments Agreement, or such Revolving Credit Facility, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), ) to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 2.25 to 1.00 and greater than or equal to 6.0 1.75 to 1.0 and greater than 3.0 to 1.0 1.00 and (y) the ECF Percentage shall be 0% if the Total Senior Secured Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal 1.75 to 3.0 to 1.01.00.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related applicable Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall offer to prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 505075% (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 ended December 31September 30, 200920122017) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a)(i) and (ii) all voluntary prepayments of loans under the Revolving Credit Loans Agreement, or the Revolving Credit Facility under and as defined in this Agreement immediately prior to the Amendment No. 3 Effective Date, during such fiscal year to the extent the commitments under the Revolving Credit Commitments Agreement, or such Revolving Credit Facility, as applicable, are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), ) to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 2550% if the Total Senior Secured Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 3.25 to 1.00 and greater than or equal to 6.0 2.25 to 1.0 1.00, (y) the ECF Percentage shall be 25% if the Senior Secured Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 2.25 to 1.00 and greater than 3.0 or equal to 1.0 1.75 to 1.00 and (yyz) the ECF Percentage shall be 0% if the Total Senior Secured Leverage Ratio for as of the end of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal 1.75 to 3.0 to 1.01.00.

Mandatory. (i) Within i)Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepayshall, subject to clause (b)(vib)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) or Section 10.07(l), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility 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 the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are (A) funded with the Internally Generated Cash and not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 any Cure Amounts and (yB) not comprised of prepayments of Term B-3 Loans on the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.Amendment No. 4

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject cause to clause be prepaid an NEWYORK 7904486 (b)(vi2K) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31September 30, 20092007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that so long as no Default then exists, (x) the ECF Percentage percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Borrower's ratio of Consolidated Total Leverage Ratio Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 4.75:1.00 but greater than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 3.75:1.00 and (y) the ECF Percentage no payment of any Loans shall be 0% required under this Section 2.05(b)(i) if the Borrower's ratio of Consolidated Total Leverage Ratio Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.03.75:1.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the Parent end of each fiscal year of the Borrower beginning with the fiscal year ending April 30, 2024, the Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31ending April 30, 2009) 2024 minus (B) the sum aggregate amount of voluntary principal prepayments of (ix) all voluntary prepayments of the Term Loans during such fiscal year pursuant to Section 2.03(a)(i) and (iiy) all voluntary prepayments the ABL Loans pursuant to Section 2.05(a)(i) of Revolving Credit Loans during such fiscal year the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the Revolving Credit Commitments are permanently reduced revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the amount Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii), minus (D) the aggregate payments made by the Borrower and its Restricted Subsidiaries in respect of such paymentsCapital Expenditures, Permitted Acquisitions or other Investments pursuant to Section 7.02 (in the case of each of the immediately preceding clauses (iB), (C) and (iiD), to the extent such prepayments are not funded financed with the proceeds of Indebtedness or anything else other than internally generated cash flowfunds); provided that (x) the ECF Percentage such percentage shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for as of the last day of the prior fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 5.50:1.00 or equal to 3.0 to 1.05.00:1.00, respectively.

Mandatory. (i) Within five (5) ten Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower Borrowers shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended ending on December 31, 2009) 2014 , minus (B) the sum of (i1) all the aggregate amount of voluntary principal prepayments of Term the Loans during such fiscal year (except prepayments of (x) Swing Line Loans and (iiy) all voluntary prepayments Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Tranches and Loans during repurchased pursuant to Dutch Auctions or open market purchases in an amount equal to the discounted purchase price of such fiscal year Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases), in each case other than to the extent the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness or anything else other than internally generated cash flowand (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) Excess Cash Flow Period relates was less than 4.25:1.00 or equal to 3.0 to 1.03.50:1.00, respectively.

Mandatory. (i) Within five (5) Business Days after The Borrower shall, no later than the 30th day --------- following the date on which it delivers the financial statements have been referred to in Section 5.03(d) for the Fiscal Year ending on or about December 31, 2000 and for each Fiscal Year thereafter (or are required hereunder to be) delivered pursuant to Section 6.01(a) and but in any event within 120 days after the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(aend of each Fiscal Year), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among Advances comprising part of the tranches of Term Loans in accordance with Section 2.05(b)(v)) same Borrowings equal to (A) 5075% (such percentage as it may be reduced as described below, of the “ECF Percentage”) amount of Excess Cash FlowFlow of the Borrower and its Subsidiaries for such Fiscal Year, if any, for provided that the fiscal year covered by amount -------- of such financial statements (commencing with the fiscal year ended December 31, 2009) minus (B) the sum prepayment shall be reduced to 50% of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each Excess Cash Flow of the immediately preceding clauses Borrower and its Subsidiaries for such Fiscal Year if the Leverage Ratio of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year is equal to or less than 4.00 to 1.00. Each such prepayment of Advances shall be allocated as follows: first, subject to Section 2.07(c), among the Term A Facility, the Term ----- B Facility and the Acquisition Facility ratably (ibased on the then- outstanding aggregate principal amount of the Advances under each such Facility) and, within each such Facility, applied ratably to the remaining principal installments thereof, and (ii)second, to the extent such prepayments are not funded with that no Term Advances remain outstanding and the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) ------ Acquisition Facility has been fully repaid and permanently reduced in full, to the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements Working Capital Facility as set forth in the Compliance Certificate delivered pursuant to Section 6.02(aclause (v) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0below.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower (on its behalf and on behalf of the Co-Borrower) in respect of Borrowing by the Co-Borrower shall offer to prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)on a pro rata basis) equal to (A) 50% (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 ended December 31September 30, 20092012) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a)(i), (ii) all prepayments, repurchases or redemptions of the Senior Secured Notes and (iiiii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 2.5 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Senior Secured Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 1.5 to 1.0.

Mandatory. (i) Within In the event that there shall be Excess Cash Flow for any Excess Cash Flow Period, within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow (provided that such percentage shall be reduced to (1) 25% based upon the Borrower achieving a Consolidated Leverage Ratio of less than 3.50 to 1.0 but greater than or equal to 2.50 to 1.0 pursuant to a Compliance Certificate delivered pursuant to Section 6.02(a) for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to 0% based upon the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Borrower achieving a Consolidated Leverage Ratio of less than 2.50 to 1.0 pursuant to a Compliance Certificate delivered pursuant to Section 6.02(a) for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and minus (yB) the ECF Percentage shall be 0% if the Total Leverage Ratio for the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year covered by to the extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Term Loans during such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0fiscal year.

Mandatory. (i) Within five ten (510) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), commencing with the Parent Borrower financial statements for the fiscal year ending December 31, 2013, the Company shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to the excess (if any) of (A) 50% (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 ended December 31, 2009) minus less (B) the sum of (i) all voluntary prepayments aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year and (iisuch prepayments to be applied as set forth in clause (v) all voluntary below) plus the amount, if any, that prepayments of Revolving Credit Loans during such made pursuant to Section 2.05(a)(i) in the prior fiscal year to the extent the Revolving Credit Commitments are permanently reduced by exceeded the amount calculated under Section 2.05(b)(i)(A) in respect of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowprior fiscal year; provided that (x) the ECF Percentage shall be 25% if the Total Consolidated Net Leverage Ratio for the applicable fiscal year covered by such for which financial statements as set forth in the Compliance Certificate have been delivered pursuant to Section 6.02(a6.01(a) was is less than or equal to 6.0 2.50 to 1.0 and 1.00 but greater than 3.0 2.00 to 1.0 and (y1.00, the percentage of Excess Cash Flow required to be prepaid pursuant to this Section 2.05(b)(i) the ECF Percentage shall be 0% reduced to 25%; provided further that if the Total Consolidated Net Leverage Ratio for the applicable fiscal year covered by such for which financial statements as set forth in the Compliance Certificate have been delivered pursuant to Section 6.02(a6.01(a) was is less than or equal to 3.0 2.00 to 1.01.00 no prepayments shall be required pursuant to this Section 2.05(b)(i).

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) for the fiscal year ended December 31, 2014 and each fiscal year thereafter and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to the excess (if any) of (A) 50% (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 ended December 31, 2009) minus over (B) the sum aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and an amount equal to the discounted amount actually paid by the Borrower in respect of the principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(iv) during the applicable fiscal year or during the period after such year-end but before the Excess Cash Flow payment is due and made so long as (i) all voluntary prepayments of Term Loans during such prepayment is not deducted in the following fiscal year and (ii) all voluntary prepayments such prepayment is financed with Internally Generated Cash; provided the percentage of Revolving Credit Loans during such Excess Cash Flow required to be applied in any given fiscal year as a prepayment will be subject to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii), a step-down to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Borrower’s Consolidated Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was is less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 3.25:1:0 as of the end of such fiscal year and (y2) the ECF Percentage shall be a step-down to 0% if the Total Borrower’s Consolidated Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was is less than or equal to 3.0 to 1.02.75:1:0 as of the end of such fiscal year.

Mandatory. (i) Within 1)Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended March 31, 2013) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepayshall, subject to clause (b)(vib)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) or Section 10.07(l), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans loans under the ABL Facility 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 the Revolving Credit Commitments commitments under the ABL Facility are permanently reduced by the amount of such paymentspayments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are funded with the Internally Generated Cash and not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0any Cure Amounts.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower Borrowers shall offer to prepay, subject to clause clauses (b)(vi) and (c) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among on a pro rata basis based on the tranches of Term Loans in accordance with Section 2.05(b)(v)Dollar Amount thereof) equal to (A) 50% (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 ended December 3128, 20092013) minus (B) the sum of (i) all voluntary prepayments of Term Loans made pursuant to Section 2.05(a)(i) during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent that such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Senior Secured Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 3.5 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Senior Secured Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0.

Mandatory. (i) Within five (5) On or prior to the fifth Business Days after Day following the date on which the financial statements have been delivered (or or, if earlier, are required hereunder to bebe delivered) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or is or, if later, are required hereunder to bebe delivered) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.052.05(c), an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 Excess Cash Flow Period covered by such financial statements (commencing with the fiscal year ended December 31ending on June 30, 2009) 2018), minus (B) the sum of (i1) all voluntary the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such paymentsreduction), in the case amount of each any cash prepayments of the immediately preceding clauses (iRevolving Credit Loans made pursuant to Section 2.05(a) and (ii), to the extent during such prepayments are not fiscal year; provided that no voluntary prepayment funded with the proceeds of an incurrence of Indebtedness or anything else other than internally generated cash flowmay be applied pursuant to clause (B) above to reduce the amount of the prepayment required under this Section 2.05(b)(i); provided provided, further, that such prepayment percentage in clause (A) above shall be reduced to (x) the ECF Percentage shall be 25% if the Total First Lien Net Leverage Ratio for as of the fiscal year covered by such financial statements as set forth in end of the Compliance Certificate delivered pursuant applicable Excess Cash Flow Period was equal to Section 6.02(a) was or less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 3.50:1.00 but in excess of 3.00:1.00 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the fiscal year covered by such financial statements as set forth in end of the Compliance Certificate delivered pursuant applicable Excess Cash Flow Period was equal to Section 6.02(a) was or less than or equal to 3.0 to 1.03.00:1.00.

Mandatory. (i) Within five No later than the earlier of (5x) Business Days 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (y) the date on which the financial statements with respect to such period have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has have been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of cause outstanding Incremental Term Loans (allocated among the tranches of Term Loans to be prepaid in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 then ended December 31, 2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x1) the ECF Percentage percentage set forth in clause (A) above shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements Test Period as set forth in of the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 6.00:1 and greater than 5.00:1 and no Default or Event of Default has occurred and is continuing on the date determined pursuant to 1.0clauses (x) and (y) above and (2) no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio for the Test Period as of the last day of the fiscal year covered by such financial statements was less than 5.00:1 and no Default or Event of Default has occurred and is continuing on the date determined pursuant to clauses (x) and (y) above.

Mandatory. (i) Within five No later than the earlier of (5x) Business Days 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2011, and (y) the date on which the financial statements with respect to such fiscal year have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, (subject to clause (b)(viSection 2.12(h) of this Section 2.05, an aggregate principal amount of below) cause outstanding Term Loans (allocated among the tranches of Term Loans to be prepaid in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum aggregate amount of (i) all voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and (iiyear; provided, that if on the date of any mandatory prepayment required by this Section 2.05(b)(i) all voluntary prepayments the Borrower maintains Manager Reserves, the amount of Revolving Credit Loans during any such fiscal year mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Revolving Credit Commitments are permanently reduced Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of such paymentsthe Manager Reserves, the Borrower shall (subject to Section 2.12(h) below) cause outstanding Term Loans to be prepaid in the case an amount equal to lesser of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 excess at such time and (y) the ECF Percentage shall be 0% if remainder of (i) the Total Leverage Ratio for aggregate amount of mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the fiscal year covered by such financial statements as set forth in preceding proviso less (ii) the Compliance Certificate delivered aggregate amount of mandatory prepayments made pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0this further proviso.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b), the Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount Dollar Amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or, in the case of the financial statements for fiscal year 2013, for the six-month period referred to below) covered by such financial statements (commencing with the fiscal year ended six-month period beginning on July 1, 2013 and ending on December 31, 20092013, and thereafter with respect to each fiscal year) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and year, except for Term Loans that have been assigned to the Borrower, (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentspayments and (iii) the aggregate cash payments made during such fiscal year by the Loan Parties in consideration for the assignment of Term Loans to the Borrower pursuant to Section 2.05(a)(v), in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else (other than internally generated cash flowRevolving Credit Loans and Swing Line Loans); provided that (x) the ECF Percentage shall be 25% if the Total First Lien Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than 2.5:1 and greater than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 2.0:1 and (y) the ECF Percentage shall be 0% if the Total First Lien Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.02.0:1.

Mandatory. (i) Within five The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any Subsidiary of any Loan Party from (5A) Business Days after financial statements have been the sale, lease, transfer or other disposition of any assets (other than sales of (x) Inventory or are required hereunder to be(y) delivered equipment which, in the good faith opinion of the Borrower, is obsolete, each in the ordinary course of business and consistent with past practices) of such Loan Party or such Subsidiary, (B) the incurrence or issuance by such Loan Party or such Subsidiary of any Debt (other than Debt incurred or issued pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a5.02(b)), or (C) any Extraordinary Receipt received by or paid to or for the Parent Borrower shall prepay, subject to account of such Loan Party or such Subsidiary and not otherwise included in clause (b)(viA) of this Section 2.05or (B) above, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) equal to (A) 50% (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 ended December 31, 2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such paymentsAdvances equal to, in the case of each clause (A) and (C) above, 100% of the immediately preceding clauses amount of such Net Cash Proceeds and, in the case of Clause (B) above, 50% of such Net Cash Proceeds and to permanently reduce the Revolving Credit Facility to the extent set forth in Section 2.05(b)(iii); provided, however, that so long as (i) no Default or Event of Default then exists and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage Senior Leverage Ratio of the Borrower and its Subsidiaries for the twelve month period then most recently ended is less than 2.0x, the percentage of Net Cash Proceeds used for such prepayment from issuances of debt described under clause (B) above shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant reduced to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0zero.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower Company shall prepay, subject cause to clause (b)(vi) of this Section 2.05, be prepaid an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 20092012) minus (B) the sum of (i1) all the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) other than prepayments made with the Net Cash Proceeds from the incurrence of Indebtedness and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent 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 paymentsreduction), the amount of any voluntary prepayments of Revolving Loans made pursuant to Section 2.05(a), in each case, during such fiscal year or on or prior to the case date such payment is required to be made (without duplication); provided that such percentage in clause (A) above shall be reduced to (x) 25% if the Consolidated Leverage Ratio as of each the last day of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the four fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) quarters was less than or equal to 6.0 to 1.0 and greater 2.25:1.00 but more than 3.0 to 1.0 1.50:1.00 and (yb) the ECF Percentage shall be 0% if the Total Consolidated Leverage Ratio for as of the last day of the immediate preceding four fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) quarters was less than or equal to 3.0 to 1.01.50:1.00.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Closing Date occurs) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) Facilities equal to the excess (if any) of (A) 50% (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 ECF Period then ended December 31, 2009) minus over (B) the sum of (i1) all voluntary prepayments the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year ECF Period and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year solely to the extent 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, in the case of each of the immediately preceding clauses (i) and (iireduction), 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 funded with the proceeds of Indebtedness or anything else other than internally generated cash flowto be applied as set forth in clause (iv) below); provided that (xA) the ECF Percentage shall be 25% if the Total Consolidated Leverage Ratio for as at the fiscal year end of the ECF Period covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was is less than or equal to 6.0 to 1.0 2.75:1.00 and greater than 3.0 to 1.0 2.00:1.00 and (yB) the ECF Percentage shall be 0% if the Total Consolidated Leverage Ratio for as at the fiscal year end of the ECF Period covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was is less than or equal to 3.0 to 1.02.00:1.00.

Mandatory. (iA) Within five (5) ten Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower Borrowers shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended ending on December 31, 2009) 2014 , minus (B) the sum of (i1) all the aggregate amount of voluntary principal prepayments of Term the Loans during such fiscal year (except prepayments of (x) Swing Line Loans and (iiy) all voluntary prepayments Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Tranches and Loans during repurchased pursuant to Dutch Auctions or open market purchases in an amount equal to the discounted purchase price of such fiscal year Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases), in each case other than to the extent the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness or anything else other than internally generated cash flowand (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that (x) the ECF Percentage such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total First Lien Net Leverage Ratio for as of the last day of the fiscal year covered by to which such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) Excess Cash Flow Period relates was less than 4.25:1.00 or equal to 3.0 to 1.03.50:1.00, respectively.

Mandatory. (i) Within five ten (510) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section 6.02(a6.02(b) (such date, the “ECF Payment Date”), the Parent Borrower shall prepay, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended on or about December 31, 2009) 2013 minus (B) the sum of (i) all the aggregate amount of voluntary principal prepayments of Term the Loans (except prepayments of (x) Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility and excluding amounts repaid pursuant to Section 2.05(a)(v)) (1) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (2) below) and (ii2) all voluntary prepayments during the period beginning with the day following the last day of Revolving Credit Loans during 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 the Revolving Credit Commitments are permanently reduced by the amount of that any such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not prepayment is funded with the proceeds of Indebtedness long-term Indebtedness, or anything else the proceeds of any Asset Sale or other than internally generated cash flowdisposition 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; provided that (x) the ECF Percentage such percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant reduced to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage shall be 0% if the Total Leverage Consolidated Senior Secured Debt Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in most recently ended prior to the Compliance Certificate delivered pursuant to Section 6.02(a) applicable ECF Payment Date was less than or equal to 3.0 to 1.02.75:1.00.

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) 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 Parent Borrower shall prepay, subject cause to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among be prepaid the tranches of Term Loans in accordance with Section 2.05(b)(v)) an amount equal to (A) 50% (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 ended December 31, 20092007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness or anything else other than internally generated cash flowIndebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (y) the ECF Percentage no payment of any Loans shall be 0% required under this Section 2.05(b)(i) if the Total Leverage Ratio for as of the last day of the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was is less than or equal to 3.0 to 1.04.5:1.