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 the Fiscal Year ending 2007), Borrower shall, on the same day it makes an Installment pursuant to Section 2.12 in the next following Fiscal Year, prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans; 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 2.00:1.00 or less and greater than 1.00:1.00, Borrower 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 prepayments of the Loans and (y) 1.00:1.00 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 prepayments of the Loans; provided, further, that such calculation of Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter of the Fiscal Year next following the Fiscal Year as to which Consolidated Excess Cash Flow is being measured, as certified to in the Compliance Certificate delivered with respect to such second Fiscal Quarter.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2007), Borrower Company shall, on no later than 105 days after the same day it makes an Installment pursuant to Section 2.12 in the next following end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans; 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 2.00:1.00 or less and greater than 1.00:1.00, Borrower 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) (x) the aggregate principal amount of voluntary prepayments of the Loans made during such Fiscal Year and (y) 1.00:1.00 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 lesstransaction giving rise to such mandatory prepayment resulted in an increase to Consolidated Excess Cash Flow during such Fiscal Year; provided, Borrower that if, as of the last day of such Fiscal Year, the Leverage Ratio shall be less than 2.0 to 1.0, Company 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) (x) the aggregate principal amount of voluntary prepayments of Loans made during such Fiscal Year and (y) 25% of the Loans; providedaggregate principal amount of mandatory prepayments of Loans pursuant to the other provisions of this Section 2.14, further, that to the extent the event or transaction giving rise to such calculation of mandatory prepayment resulted in an increase to Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter of the during such Fiscal Year next following the and provided further, that Company shall not be required to make any prepayments pursuant to this Section 2.14(e) in respect of such Fiscal Year as to which Year’s Consolidated Excess Cash Flow is being measuredif, as certified of the last day of such Fiscal Year, the Leverage Ratio is less than 1.0 to in the Compliance Certificate delivered with respect to such second Fiscal Quarter1.0.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007December 31, 2020), Borrower Company shall, on no later than ten (10) Business Days after the same day it makes an Installment delivery of financial statements pursuant to Section 2.12 in the next following 5.1(c) for such Fiscal Year, prepay the Loans as set forth in Section 2.15(a2.13(b) in an aggregate amount equal to 50% (ithe “ECF Percentage”) 75% of such Consolidated Excess Cash Flow minus for such Fiscal Year less the aggregate principal amount of Term Loans, [**] Delayed Draw Term Loans, Additional Delayed Draw Term Loans, and Revolving Loans (ii) voluntary prepayments but only to the extent accompanied by a reduction of the LoansRevolving Commitments) voluntarily prepaid during such Fiscal Year and thereafter but prior to the date such payment is made pursuant to this Section 2.12(e) (without duplication of any amounts which reduced any payment pursuant to this Section 2.12(e) in respect of any prior Fiscal Year); provided, that if, as (i) the ECF Percentage shall instead be 25% in respect of the last day of the most recently ended any Fiscal Year, the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating Year if the Leverage Ratio as of the last day end of such Fiscal Year (as calculated and certified pursuant to the Compliance Certificate delivered in respect of such Fiscal Year) shall be (x) 2.00:1.00 or was less and than 4.50:1.00, but greater than 1.00:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount or equal to (i) 50% of such Consolidated Excess Cash Flow minus 3.50:1.00, and (ii) voluntary prepayments the ECF Percentage shall instead be 0% in respect of any Fiscal Year if the Loans and (y) 1.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% Leverage Ratio as of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans; provided, further, that such calculation of Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter of the such Fiscal Year next following the Fiscal Year (as calculated and certified pursuant to which Consolidated Excess Cash Flow is being measured, as certified to in the Compliance Certificate delivered with in respect to of such second Fiscal QuarterYear) was less than 3.50:1.00.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007December 31, 2015), Parent Borrower shall, on no later than ten (10) Business Days after the same day it makes an Installment delivery of financial statements pursuant to Section 2.12 in the next following 5.1(b) for such Fiscal Year, prepay the Term Loans as set forth in Section 2.15(a2.12(a) in an aggregate amount equal to 50% (ithe “ECF Percentage”) 75% of such Consolidated Excess Cash Flow minus less the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.10 during such Fiscal Year and thereafter but prior to the date such payment is made pursuant to this Section 2.11(d) (iiwithout duplication of any amounts which reduced any payment pursuant to this Section 2.11(d) voluntary prepayments in respect of the Loansany prior Fiscal Year); provided, that if, (x) the ECF Percentage shall instead be 75% in respect of any Fiscal Year if the Senior Leverage Ratio as of the last day end of the most recently ended such Fiscal Year, the Leverage Ratio Year (determined for any such period by reference as calculated and certified pursuant to the Compliance Certificate delivered pursuant to Section 5.1(din respect of such Fiscal Year) calculating was more than 5.00:1.00 and (y) the ECF Percentage shall instead be 35% in respect of any Fiscal Year if the Senior Leverage Ratio as of the last day end of such Fiscal Year (as calculated and certified pursuant to the Compliance Certificate delivered in respect of such Fiscal Year) shall be (x) 2.00:1.00 was less than or less and greater than 1.00:1.00, Borrower 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 prepayments of the Loans and (y) 1.00:1.00 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 prepayments of the Loans2.00:1.00; provided, provided further, that such calculation any required payment of Consolidated Excess Cash Flow shall may be calculated no later than withheld by Parent Borrower to the end extent necessary to cause the Cash on hand of the second Fiscal Quarter of the Fiscal Year next following the Fiscal Year as Credit Parties be equal to which Consolidated Excess Cash Flow is being measured, as certified to in the Compliance Certificate delivered with respect to such second Fiscal Quarter$12,000,000.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year Quarter (commencing with the Fiscal Year Quarter ending 2007June 30, 2016, but in the case of such quarter, only with respect to the period from the Funding Date through the end of the quarter), Borrower shall, on no later than thirty (30) days after the same day it makes an Installment pursuant to Section 2.12 in the next following end of each Fiscal YearQuarter, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(a2.16(b) in an aggregate amount equal to (x) on or prior to the Fiscal Quarter ending December 31, 2022, the greater of (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans; 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 2.00:1.00 or less and greater than 1.00:1.00, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (iA) 50% of such Consolidated Excess Cash Flow minus (iiB) voluntary prepayments repayments of the Loans made during such Fiscal Quarter with Internally Generated Cash (excluding repayments of Revolving Loans or Swing Line Loans, except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) and (ii) the amount necessary to cause the outstanding principal amount of the Loans to equal the Target Debt Balance for such Fiscal Quarter; provided, that for the avoidance of doubt, no Default or Event of Default shall occur if Consolidated Excess Cash Flow is insufficient to cause the outstanding principal amount of the Loans to equal the Target Debt Balance for any such Fiscal Quarter so long as 100% of such Consolidated Excess Cash Flow shall have been applied to prepay the Loans and/or to permanently reduce the Revolving Commitments in accordance with this Section and (y) 1.00:1.00 or lessfrom and after the Fiscal Quarter ending March 31, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 2023, (iA) 2550% of such Consolidated Excess Cash Flow minus (iiB) voluntary prepayments repayments of the Loans; provided, further, that Loans made during such calculation of Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter with Internally Generated Cash (excluding repayments of Revolving Loans or Swing Line Loans, except to the Fiscal Year next following extent the Fiscal Year as to which Consolidated Excess Cash Flow is being measured, as certified to Revolving Commitments are permanently reduced in the Compliance Certificate delivered connection with respect to such second Fiscal Quarterrepayments)."

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007December 31, 2012), the Borrower shall, on no later than ninety days after the same day it makes an Installment pursuant to Section 2.12 in the next following end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to (i) 7550% of such Consolidated Excess Cash Flow Flow, minus (ii) voluntary prepayments repayments of the LoansLoans pursuant to Section 2.11 during such Fiscal Year or after such Fiscal Year end and prior to the time such prepayment pursuant to this clause is due (and, in addition, for the Fiscal Year ending December 31, 2012, after the Closing Date and prior to the beginning of such Fiscal Year) other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales; provided, provided that if, as of the last day of the most recently ended Fiscal Year, the Corporate Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d5.01(e) calculating the Corporate Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 2.00:1.00 or less and greater than 1.00:1.00, Borrower shall only be required 1.25 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 prepayments of the Loans and (y) 1.00:1.00 1.00 or less, the 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 Flow, minus (ii) voluntary prepayments repayments of the Loans; provided, further, that Loans pursuant to Section 2.11 during such calculation of Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter of the Fiscal Year next following other than prepayments funded with the Fiscal Year as to which Consolidated Excess Cash Flow is being measuredproceeds of Indebtedness, as certified to in the Compliance Certificate delivered with respect to such second Fiscal QuarterEquity Interests or Asset Sales.

Consolidated Excess Cash Flow. In Except for payments required to be made pursuant to Section 2.14(e) of the Second Lien Credit Agreement, together with amounts required to be made pursuant to Section 2.14(c) of the Second Lien Credit Agreement, in an aggregate amount not to exceed $67,500,000, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 20072004), Borrower Company shall, on no later than the same day it makes an Installment pursuant to Section 2.12 in earlier of (i) one hundred twenty (120) days after the next following end of such Fiscal YearYear or (ii) the date of filing of Holding’s or the Company’s required public filings, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(a2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the LoansFlow; provided, however, 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) Company shall be (x) 2.00:1.00 or less and greater than 1.00:1.00required, Borrower 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 prepayments of the Loans and (y) 1.00:1.00 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 prepayments of the Loans; provided, further, that such calculation of Consolidated Excess Cash Flow shall be calculated no later than sixty (60) days after the end of the second Second Fiscal Quarter of the Fiscal Year next following the Fiscal Year as 2004, to which Consolidated Excess Cash Flow is being measured, as certified make a prepayment pursuant to in the Compliance Certificate delivered this Section 2.14(e) with respect to the first two Fiscal Quarters of Fiscal Year 2004. Notwithstanding anything to the contrary set forth above, the Company may make such second payments at the end of each Fiscal QuarterQuarter prior to the end of such Fiscal Year and, in the event that the aggregate sum of such quarterly payments is A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT less than the required prepayment amount hereunder, the Company shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender be required to refund any amounts prepaid.

Consolidated Excess Cash Flow. In Except for payments required to be made pursuant to Section 2.14(e) of the Second Lien Credit Agreement, together with amounts required to be made pursuant to Section 2.14(c) of the Second Lien Credit Agreement, in an aggregate amount not to exceed $67,500,000, in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 20072004), Borrower Company shall, on no later than the same day it makes an Installment pursuant to Section 2.12 in earlier of (i) one hundred twenty (120) days after the next following end of such Fiscal YearYear or (ii) the date of filing of Holding's or the Company's required public filings, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(a2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the LoansFlow; provided, however, 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) Company shall be (x) 2.00:1.00 or less and greater than 1.00:1.00required, Borrower 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 prepayments of the Loans and (y) 1.00:1.00 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 prepayments of the Loans; provided, further, that such calculation of Consolidated Excess Cash Flow shall be calculated no later than sixty (60) days after the end of the second Second Fiscal Quarter of the Fiscal Year next following the Fiscal Year as 2004, to which Consolidated Excess Cash Flow is being measured, as certified make a prepayment pursuant to in the Compliance Certificate delivered this Section 2.14(e) with respect to the first two Fiscal Quarters of Fiscal Year 2004. Notwithstanding anything to the contrary set forth above, the Company may make such second payments at the end of each Fiscal QuarterQuarter prior to the end of such Fiscal Year and, in the event that the aggregate sum of such quarterly payments is less than the required prepayment amount hereunder, the Company shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender be required to refund any amounts prepaid.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2007December 31, 2011; provided that Consolidated Excess Cash Flow for such Fiscal Year shall be computed for the period from the first date of the month following the Funding Date to December 31, 2011), Borrower shall, on no later than ninety days after the same day it makes an Installment pursuant to Section 2.12 in the next following end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(a2.15(b) in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments repayments of the LoansLoans during the Fiscal Year to which the calculation of Consolidated Excess Cash Flow relates; 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(d) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be (x) 2.00:1.00 less than or less and equal 3.50:1.00 but greater than 1.00:1.002.00:1.00, Borrower 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 prepayments repayments of the Loans and during the Fiscal Year to which the calculation of Consolidated Excess Cash Flow relates or (y) 1.00:1.00 less than or lessequal 2.00:1.00, 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 prepayments repayments of the Loans; provided, further, that such Loans during the Fiscal Year to which the calculation of Consolidated Excess Cash Flow shall be calculated no later than the end of the second Fiscal Quarter of the Fiscal Year next following the Fiscal Year as to which Consolidated Excess Cash Flow is being measured, as certified to in the Compliance Certificate delivered with respect to such second Fiscal Quarterrelates.