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 2004), Company shall, no later than the earlier of (i) one hundred twenty (120) days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filings, prepay the Loans as set forth in Section 2.15 in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, however, that the Company shall be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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 Fiscal Year 20042005), Company shall, no later than the earlier of (i) one hundred twenty (120) ninety days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filingsYear, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, howeverduring any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be less than 3.00:1.00 and greater than or equal to 2.00:1.00, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 37.5% of such Consolidated Excess Cash Flow; provided, further, that during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Company Leverage Ratio (determined for any such period by the most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to Section 5.1(d)) shall be less than 2.00:1.00, no such prepayments or reductions shall be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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 Fiscal Year 2004), Company shall, no later than the earlier of (i) one hundred twenty (120) days after the end of such Fiscal Year 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 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, however, that the Company shall be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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 2004ending in 2007, it being acknowledged that no prepayment from Consolidated Excess Cash Flow will be required for the Fiscal Year ending in 2006), Company shall, no later than the earlier of (i) one hundred twenty (120) ninety days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filingsYear, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, however(x) 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(d) calculating the Leverage Ratio) shall be less than 5.00:1.00 and greater than or equal to 3.25:1.00, that the Company shall be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION amount hereunder, the Company shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender only be required to refund make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow and (y) during any amounts prepaidperiod in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be less than 3.25:1.00, Company 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.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20042005), the Company shall, no later than the earlier of (i) one hundred hundred-twenty (120) days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filingsYear, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15 2.15(b) in an aggregate amount equal to 7575.0% of such Consolidated Excess Cash Flow; provided, howeverduring 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(d) calculating the Leverage Ratio) shall be 4.00:1.00 or less, that the Company shall only be requiredrequired to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50.0% of such Consolidated Excess Cash Flow. In computing amounts owing under this clause (e), no later than sixty (60) days after the end credit shall be given for any voluntary prepayments of the Second Fiscal Quarter Loans (excluding repayments of Fiscal Year 2004, to make a prepayment pursuant to this Section 2.14(e) with respect Revolving Loans or Swing Line Loans except to the first two Fiscal Quarters of Fiscal Year 2004extent the Revolving Commitments are permanently reduced in connection with such repayments). Notwithstanding anything to the contrary set forth abovein this Section 2.14(e), to the extent that any prepayment required by this Section 2.14(e) would result in the Company may make and its Subsidiaries having Cash and Cash Equivalents of less than $12,500,000 immediately after giving effect to such payments at prepayment the end of each Fiscal Quarter prior to the end amount of such Fiscal Year and, in the event prepayment required hereby shall be reduced by an amount such that the aggregate sum of after giving effect to such quarterly payments is less than the required prepayment SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION amount hereunder, the Company and its Subsidiaries shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender be required have Cash and Cash Equivalents equal to refund any amounts prepaid$12,500,000.

Consolidated Excess Cash Flow. In the event there are no Loans outstanding under the First Lien Credit Facilities (or any permitted refinancings thereof), and no Letters of Credit (as defined therein), commitments to extend credit or obligations to make payments remain outstanding under the First Lien Credit Facilities that have not been fully cash collateralized (unless otherwise consented to by the requisite lenders under the First Lien Credit Facilities), in the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2004ending December 31, 2006), the Company shall, no later than the earlier of (i) one hundred twenty (120) ninety days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filingsYear, prepay the Loans as set forth in Section 2.15 in an aggregate amount equal to (i) 75% of such Consolidated Excess Cash FlowFlow minus (ii) voluntary repayments of Consolidated Total Debt; provided, however, that during any period in which the Company shall be required, no later than sixty Leverage Ratio (60determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) days after calculating the end Leverage Ratio as of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter prior to the end last day of such Fiscal Year and, in the event that the aggregate sum of such quarterly payments is less than the required prepayment SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION amount hereunderYear) shall be 3.75:1.00 or less, the Company shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender only be required to refund any amounts prepaidmake the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow.

Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with or, in the case of Fiscal Year 20042002, for the portion of such Fiscal Year occurring after the date of this Agreement), Company shall, no later than the earlier of (i) one hundred twenty (120) ninety days after the end of such Fiscal Year or (ii) the date filing of Holding's or the Company's required public filingsYear, prepay the Loans and/or reduce Commitments as set forth in Section 2.15 2.16(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; providedPROVIDED, however, that the Company shall be required, no later than sixty (60i) days after the end of the Second Fiscal Quarter of for any Fiscal Year 2004, to make a prepayment pursuant to this Section 2.14(e) with respect to in which the first two Fiscal Quarters of Fiscal Year 2004. Notwithstanding anything to the contrary set forth above, the Company may make such payments at the end of each Fiscal Quarter prior to the end of Leverage Ratio (determined for any such Fiscal Year and, in by reference to the event that the aggregate sum of such quarterly payments most recent applicable Compliance Certificate delivered pursuant to Section 5.1(d)) is less than the required prepayment SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION amount hereunder4.25:1.00 but equal to or greater than 3.25:1.00, the Company shall pay the balance thereof in accordance with the terms hereof. In no event shall any Lender only be required to refund make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such Consolidated Excess Cash Flow and (ii) for any amounts prepaidFiscal Year in which the Leverage Ratio (determined for any such Fiscal Year by reference to the most recent applicable Compliance Certificate delivered pursuant to Section 5.1(d)) is less than 3.25:1.00, Company 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.

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 Fiscal Year 2004), Company shall, no later than the earlier of (i) one hundred twenty (120) days after the end of such Fiscal Year or (ii) the date of filing of Holding's ’s or the Company's ’s required public filings, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, however, that the Company shall be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, to make a prepayment pursuant to 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 payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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 Fiscal Year 2004)Year, Company shall, no later than the earlier of (i) one hundred twenty (120) days after the end of such Fiscal Year or (ii) the date of filing of Holding's ’s or the Company's ’s required public filings, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15 2.15(b) in an aggregate amount equal to 7550% of such Consolidated Excess Cash Flow; provided, howeverduring 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(d) calculating the Leverage Ratio) shall be 3.0:1.00 or less, that the Company shall only be required, no later than sixty (60) days after the end of the Second Fiscal Quarter of Fiscal Year 2004, required to make a prepayment pursuant the prepayments and/or reductions otherwise required hereby in an amount equal to this Section 2.14(e) with respect to the first two Fiscal Quarters 25% of Fiscal Year 2004. such net proceeds.. Notwithstanding anything to the contrary set forth above, the Company may make such payments at the end of each Fiscal Quarter 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 SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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.