Common use of Excess Cash Flow Payment Clause in Contracts

Excess Cash Flow Payment. Not less than twenty (20) days following each two calendar month period, with the first such two month period commencing April 1, 1998, the Issuer shall (a) deposit in immediately available funds with the Trustee in a fund which the Trustee may establish for the benefit of the Securityholders an aggregate amount equal to Excess Cash Flow, if any, for the prior two month period, and (b) regardless of whether any repayment of principal is required under this Section, provide the Trustee and each Securityholder with a written notice containing in reasonable detail the Issuer's calculation of Excess Cash Flow. Excess Cash Flow shall be applied first to accrued, unpaid interest on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amount due each Securityholder, adjusted for any reduction in principal as to any Securityholder pursuant to Section 13, so that the sum distributed accurately reflects the interest accrued by such Securityholder as a percentage of the total interest paid for in such two month period and the balance thereof shall be applied to principal as set forth herein. Any repayments of principal required by this Section shall be paid on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Securities held by each Securityholder without taking into account any reduction in principal pursuant to Section 13, except to the extent such failure to take into account such principal reductions pursuant to Section 13 would result in a payment of an amount in excess of the principal sum due to such Securityholder. The reduction in the principal amount of the Securities effected by repayments made under this Section may be made without presentation of the Securities and shall be binding on all future Securityholders. Securityholders shall make the appropriate notation on the Securities to indicate the amount of any repayments under this Section. If there is no Excess Cash Flow, nothing herein shall be construed to create an obligation to make a payment for such period. The Excess Cash Flow payment will be made in the following manner. At least 5 days (or other period of time the Issuer and the Trustee may agree upon) prior to the date on which the Issuer is required to make such the payment required by this Section 3.7, the Issuer shall give the Trustee written notice of such payment, which notice shall state the amount of the payment, certify that such payment is equal to Excess Cash Flow for the applicable period, and set forth the date the Issuer has selected that the payment be made ("Cash Flow Payment Date"). The Record Date (herein so called) to determine the Holders who shall be entitled to receive the payment shall be 10 Business Days before the Cash Flow Payment Date selected by the Issuer. The Trustee shall not be required to send a notice of the prepayment to the Holders with respect to such payment. When the money to effect the payment of the Securities is held by the Trustee for the purpose of effecting such payment, interest on that portion of the Securities to be prepaid shall cease to accrue on the Principal being reduced by the payment. The Trustee and the Holders shall make notations with respect to the reduction of principal on Securities made a result of the payment, and such notations of the Trustee shall be binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. The payments will be made by the Trustee in increments of $100.00. Any Excess Cash Flow which does not meet this requirement will be returned to the Issuer pursuant to its written instructions and will be Undistributed Excess Cash Flow.

Excess Cash Flow Payment. Not less than twenty In addition to the amounts required under sub-clauses (20b) days following each two calendar month period, with the first such two month period commencing April 1, 1998and (c) above, the Issuer Borrower shall make, subject to the proviso set forth below in this Section 2.10(d), (ai) deposit in immediately available funds with an annual principal payment on the Trustee in a fund which the Trustee may establish Term Loans for the benefit each fiscal year of the Securityholders Borrower on the Annual Excess Cash Flow Payment Date for such year in an aggregate amount equal to the Excess Cash Flow Payment Amount for such year less any Intermediate Excess Cash Flow Payments paid during such year (to the extent not already deducted in calculating Excess Cash Flow); and (ii) immediately prior to the Borrower or any Subsidiary making a Restricted Payment, if any, a principal payment from time to time on the Term Loans on each Intermediate Excess Cash Flow Payment Date in an amount equal to the Excess Cash Flow Payment Amount for the prior two month period, and fiscal quarters of the fiscal year of the Borrower that have expired as of such Intermediate Excess Cash Flow Payment Date less any Intermediate Excess Cash Flow Payments paid during such year (b) regardless of whether any repayment of principal is to the extent not already deducted in calculating Excess Cash Flow). All Excess Cash Flow Payments required under this Sectionsubclause (d) shall be applied on a pro rata basis to the outstanding principal balance of the Term Loans, provide each such application to be applied pro rata to each remaining principal installment. Notwithstanding the Trustee and each Securityholder with a written notice containing in reasonable detail the Issuer's calculation foregoing, any Institutional Lender may, at its sole option, irrevocably decline receipt of Excess Cash Flow. its Institutional Term Loan B share of any Excess Cash Flow Payment, and if such Institutional Lender so declines, such share shall be applied first as an additional prepayment of Term Loan A pro rata to accruedeach remaining principal installment; provided that if there are no amounts outstanding under Term Loan A at the time any such Institutional Lender so declines such payment, unpaid interest on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amount due each Securityholder, adjusted for any reduction in principal as to any Securityholder pursuant to Section 13, so that the sum distributed accurately reflects the interest accrued by such Securityholder as a percentage of the total interest paid for in such two month period and the balance thereof then Borrower shall be applied to principal as set forth herein. Any repayments of principal required by this Section shall be paid on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Securities held by each Securityholder without taking into account any reduction in principal pursuant to Section 13, except to the extent such failure to take into account such principal reductions pursuant to Section 13 would result in a payment of an amount in excess of the principal sum due to such Securityholder. The reduction in the principal amount of the Securities effected by repayments made under this Section may be made without presentation of the Securities and shall be binding on all future Securityholders. Securityholders shall make the appropriate notation on the Securities to indicate the amount of any repayments under this Section. If there is have no Excess Cash Flow, nothing herein shall be construed to create an obligation to make a any payment for with respect to the portion of such period. The Excess Cash Flow payment will be made in Payment that would have been paid to such declining Institutional Lender. Any Institutional Lender that wishes to decline receipt of its Institutional Term Loan B share pursuant to this Section 2.10(d), shall notify the following manner. At least 5 days (or other period of time the Issuer applicable Administrative Agent and the Trustee may agree uponBorrower of its election to decline its Institutional Term Loan B share prior to 10:00 a.m. (New York City time) five (5) Business Days prior to the date on which the Issuer is required to make such the payment required by this Section 3.7, the Issuer shall give the Trustee written notice of such payment, which notice shall state the amount of the payment, certify that such payment is equal to Annual Excess Cash Flow for the applicable period, and set forth the date the Issuer has selected that the payment be made ("Cash Flow Payment Date"). The Record Date (herein so called) Any Institutional Lender that has not provided notice pursuant to determine the Holders who preceding sentence shall be entitled deemed to receive the payment shall be 10 Business Days before the Cash Flow Payment Date selected by the Issuer. The Trustee shall not be required to send a notice of the prepayment to the Holders with respect to have accepted such payment. When the money to effect the payment of the Securities is held by the Trustee for the purpose of effecting such payment, interest on that portion of the Securities to be prepaid shall cease to accrue on the Principal being reduced by the payment. The Trustee and the Holders shall make notations with respect to the reduction of principal on Securities made a result of the payment, and such notations of the Trustee shall be binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. The payments will be made by the Trustee in increments of $100.00. Any Excess Cash Flow which does not meet this requirement will be returned to the Issuer pursuant to its written instructions and will be Undistributed Excess Cash FlowPayment.

Excess Cash Flow Payment. Not less than twenty In addition to the amounts required under sub-clauses (20b) days following each two calendar month period, with the first such two month period commencing April 1, 1998and (c) above, the Issuer Borrower shall make, subject to the proviso set forth below in this Section 2.10(d), (ai) deposit in immediately available funds with an annual principal payment on the Trustee in a fund which the Trustee may establish Term Loans for the benefit each fiscal year of the Securityholders Borrower on the Annual Excess Cash Flow Payment Date for such year in an aggregate amount equal to the Excess Cash Flow Payment Amount for such year less any Intermediate Excess Cash Flow Payments paid during such year (to the extent not already deducted in calculating Excess Cash Flow); and (ii) immediately prior to the Borrower or any Subsidiary making a Restricted Payment, if any, a principal payment from time to time on the Term Loans on each Intermediate Excess Cash Flow Payment Date in an amount equal to the Excess Cash Flow Payment Amount for the prior two month period, and fiscal quarters of the fiscal year of the Borrower that have expired as of such Intermediate Excess Cash Flow Payment Date less any Intermediate Excess Cash Flow Payments paid during such year (b) regardless of whether any repayment of principal is required under this Section, provide to the Trustee and each Securityholder with a written notice containing extent not already deducted in reasonable detail the Issuer's calculation of calculating Excess Cash Flow). Excess Cash Flow shall be applied first to accrued, unpaid interest on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, Borrower will deliver written notice to the respective unpaid principal amount due each Securityholder, adjusted for any reduction in principal as Administrative Agent at least ten (10) Business Days prior to any Securityholder pursuant to Section 13, so that the sum distributed accurately reflects the interest accrued by such Securityholder as a percentage of the total interest paid for in such two month period and the balance thereof shall be applied to principal as set forth herein. Any repayments of principal required by this Section shall be paid on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Securities held by each Securityholder without taking into account any reduction in principal pursuant to Section 13, except to the extent such failure to take into account such principal reductions pursuant to Section 13 would result in a payment of an amount in excess of the principal sum due to such Securityholder. The reduction in the principal amount of the Securities effected by repayments made under this Section may be made without presentation of the Securities and shall be binding on all future Securityholders. Securityholders shall make the appropriate notation on the Securities to indicate the amount of any repayments under this Section. If there is no Intermediate Excess Cash Flow, nothing herein shall be construed to create an obligation to make a payment for such period. The Excess Cash Flow payment will be made in the following manner. At least 5 days (or other period of time the Issuer and the Trustee may agree upon) prior to the date on which the Issuer is required to make such the payment required by this Section 3.7, the Issuer shall give the Trustee written notice of such payment, which notice shall state the amount of the payment, certify that such payment is equal to Excess Cash Flow for the applicable period, and set forth the date the Issuer has selected that the payment be made ("Cash Flow Payment Date"). The Record Date All Excess Cash Flow Payments required under this subclause (herein so calledd) to determine the Holders who shall be entitled applied on a pro rata basis to receive the payment outstanding principal balance of the Term Loans, each such application to be applied pro rata to each remaining principal installment. Notwithstanding the foregoing, any Term Loan A-2 Lender may, at its sole option, irrevocably decline receipt of its Term Loan A-2 share of any Excess Cash Flow Payment, and if such Term Loan A-2 Lender so declines, such share shall be 10 Business Days before applied as an additional prepayment of Term Loan A pro rata to each remaining principal installment; provided that if there are no amounts outstanding under Term Loan A at the Cash Flow Payment Date selected by the Issuer. The Trustee shall not be required to send a notice of the prepayment to the Holders with respect to time any such payment. When the money to effect the payment of the Securities is held by the Trustee for the purpose of effecting Term Loan A-2 Lender so declines such payment, interest on that portion of the Securities then Borrower shall have no obligation to be prepaid shall cease to accrue on the Principal being reduced by the payment. The Trustee and the Holders shall make notations any payment with respect to the reduction portion of principal on Securities made a result of the payment, and such notations of the Trustee shall be binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. The payments will be made by the Trustee in increments of $100.00. Any Excess Cash Flow which does not meet Payment that would have been paid to such declining Term Loan A-2 Lender. Any Term Loan A-2 Lender that wishes to decline receipt of its Term Loan A-2 share pursuant to this requirement will be returned Section 2.10(d), shall notify the Administrative Agent and the Borrower of its election to decline its Term Loan A-2 share (i) with respect to Annual Excess Cash Flow Payments, prior to 10:00 a.m. (New York City time) five (5) Business Days prior to the Issuer Annual Excess Cash Flow Payment Date; and (ii) with respect to Intermediate Excess Cash Flow Payments, within five (5) Business Days following Borrower’s notice that an Intermediate Excess Cash Flow Payment is to be made. Any Term Loan A-2 Lender that has not provided notice pursuant to its written instructions and will the preceding sentence shall be Undistributed deemed to have accepted such Excess Cash FlowFlow Payment.