Common use of Consolidated Excess Cash Flow Clause in Contracts

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2012), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cash.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2012), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 ) 3.25:1. 00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 ) 2.50:1. 00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cash.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending January 30, 2011), Borrower shall, no later than ninety (90) days after the end of such Fiscal Year, prepay the Term Loans shall be prepaid by the applicable Borrower as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash FlowFlow minus (ii) voluntary repayments of the Term Loans pursuant to Section 2.13(a); provided provided, that if, as of the last day of the most recently ended Fiscal Year Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.01(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or lessless than 2.50:1.00 but at least 2.00:1.00, the U.S. Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cashor (y) less than 2.00:1.00, no such payment shall be required.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending December 31, 2007), Borrower Company shall, no later than ninety 105 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash FlowFlow minus (ii) (x) the aggregate principal amount of voluntary prepayments of Loans made during such Fiscal Year and (y) 50% of the aggregate principal amount of mandatory prepayments of Loans pursuant to the other provisions of this Section 2.14, to the extent the event or transaction giving rise to such mandatory prepayment resulted in an increase to Consolidated Excess Cash Flow during such Fiscal Year; provided provided, that if, as of the last day of the most recently ended such Fiscal Year Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or lessless than 2.0 to 1.0, Borrower Company shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow or minus (ii) (x) the aggregate principal amount of voluntary prepayments of Loans made during such Fiscal Year and (y) 2.50:1.00 25% of the aggregate principal amount of mandatory prepayments of Loans pursuant to the other provisions of this Section 2.14, to the extent the event or lesstransaction giving rise to such mandatory prepayment resulted in an increase to Consolidated Excess Cash Flow during such Fiscal Year and provided further, Borrower that Company shall not be required to make any prepayments pursuant to this Section 2.14(e) with in respect to of such Fiscal Year; minus (ii) voluntary repayments ’s Consolidated Excess Cash Flow if, as of the Loans (excluding repayments last day of Revolving Loans or Swing Line Loans except such Fiscal Year, the Leverage Ratio is less than 1.0 to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cash1.0.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending 2007), Borrower Borrowers shall, no later than ninety one hundred ten days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made and Second Lien Term Loans; provided, that during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio) shall be 3.50:1.00 or less, Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with Internally Generated Cashsuch repayments) and Second Lien Term Loans.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20122007, provided that the period of calculation for Fiscal Year 2007 shall commence on the Closing Date and continue through to and including December 31, 2007), Borrower Borrowers shall, no later than ninety ten (10) days after the end of such Fiscal Yeardate annual financial statements are required to be delivered in accordance with Section 5.01(c), prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.30(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 2575% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided, if the Total Leverage Ratio as of the last day of the relevant Fiscal Year (determined for such Fiscal Year by reference to the applicable Compliance Certificate delivered pursuant to Section 5.01(d) made calculating the Total Leverage Ratio) shall be 3.00:1.00 or less, Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing line Loans except to the extent the Revolving Commitments are permanently reduced in connection with Internally Generated Cashsuch repayments).

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending 2007), Borrower shall, no later than ninety one hundred ten days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as Flow minus (ii) voluntary repayments of the last day Loans and First Lien Loans (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the most recently ended Fiscal Year First Lien Credit Agreement) except to the extent the Revolving Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments); provided, that during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal YearRatio) shall be (x) 3.25:1.00 3.50:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans and First Lien Loans (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving Commitments (each as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments) made with Internally Generated Cash).

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending 2007), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 2575% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided, that if, as of the last day of the most recently ended Fiscal Year, the Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) made calculating the Secured Leverage Ratio as of the last day of such Fiscal Year) (i)(A) shall be 2.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow or (B) shall be 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, in each case minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with Internally Generated Cashsuch repayments).

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20122011), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash FlowFlow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 2.50:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cash).

Consolidated Excess Cash Flow. In Prior to the IPO, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2012)Quarter, Borrower Borrowers shall, no later than ninety 45 days after the end of such Fiscal YearQuarter, prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 2575% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to for such Fiscal Year; Quarter minus (ii) voluntary and scheduled repayments of the Loans Consolidated Funded Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided that on and after the date on which at least $200,000,000 of the Term Loan has been repaid, Borrower shall only be required to make the prepayments and/or reductions otherwise required under this clause in an amount equal to (i) made 50% of such Consolidated Excess Cash Flow minus (ii) voluntary and scheduled repayments of Consolidated Funded Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with Internally Generated Cashsuch repayments). Upon and following the IPO, this Section 2.14(e) shall cease to apply and be of no further force or effect, and no prepayments with respect to Consolidated Excess Cash Flow shall be required.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2012ending December 31, 2008; provided, that for the Fiscal Year ending December 31, 2008, Excess Cash Flow shall be calculated only for the period beginning July 1, 2008 through December 31, 2008), Borrower shall, no later than ninety days the fifth Business Day after the end of such Fiscal Yearfinancial statements have been delivered pursuant to Section 5.1(c), prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided that if, as of the last day of the most recently ended Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 3.25:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or less, Borrower shall not be required to make prepayments pursuant to this Section 2.14(e) with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments); provided, that if, as of the last day of the most recently ended Fiscal Year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) made calculating the Total Leverage Ratio as of the last day of such Fiscal Year) shall be 4.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with Internally Generated Cashsuch repayments).

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20122011 but in the case of such Fiscal Year, calculated for the period from the Closing Date to December 31, 2011), Borrower Company shall, no later than ninety one hundred fifty (150) days after the end of such Fiscal Year, offer to prepay the Loans as set forth in Section 2.15(bSections 2.14(b) and 2.14(d) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow; provided provided, however, that if, if the Leverage Ratio as of the last day of the most recently ended completed Fiscal Year the Leverage Ratio (determined for any such period by reference to the Compliance Certificate which financial statements have been delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such Fiscal Year) is less than or equal to 3.00 to 1.00, Company shall be (x) 3.25:1.00 or less, Borrower shall only not be required to make offer to prepay the prepayments otherwise required hereby in an amount equal Loans pursuant to 25% of such Consolidated Excess Cash Flow or (y) 2.50:1.00 or lessthis Section 2.13(d); provided, Borrower further that Company shall not be required to make any offer to prepay the Loans pursuant to this Section 2.13(d) at any time if after giving effect to such prepayment, the Excess Cash Flow Payment Conditions for mandatory prepayments pursuant to this Section 2.14(e2.13(d) would not be satisfied. In the event that Company is not required to offer to make a payment during the first 150 days of a Fiscal Year because the Excess Cash Flow Payment Conditions for such payment were not satisfied and after the 150 days Company satisfies the Excess Cash Flow Payment Conditions, then within 10 Business Days of satisfying such Excess Cash Flow Payment Conditions, Company shall make an offer to prepay in accordance with respect to such Fiscal Year; minus (ii) voluntary repayments of the Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) made with Internally Generated Cashthis Section 2.13(d).