Excess Cash Flow Sweep. (i) Borrowers shall make mandatory prepayments of the Principal Debt (not subject to any prepayment penalty or premium) on an annual basis (each, an “Annual Excess Cash Flow Prepayment”) in an amount equal to fifty percent (50%) of Loan Parties’ Excess Cash Flow for each Excess Cash Flow Period; provided, that the Annual Excess Cash Flow Prepayment shall be in an amount equal to twenty-five percent (25%) of Excess Cash Flow if the Senior Debt to EBITDA Ratio as of the last day of such Excess Cash Flow Period is equal to or less than 1.00 to 1.00.
Excess Cash Flow Sweep. Beginning with the Quarterly Date occurring after the Term Conversion Date and each Quarterly Date thereafter, Borrower shall offer to prepay the Loans of each Lender in an amount equal to such Lender’s pro rata share of the ECF Sweep Amount within three (3) Business Days of each such Quarterly Date, accompanied by payment of all accrued interest on the amount prepaid and a calculation as to the ECF Sweep Amount (which calculation shall be in form and substance reasonably satisfactory to the Administrative Agent) (each such offer to prepay referred to in this clause (b)(v), an “ECF Prepayment Offer”).
Excess Cash Flow Sweep. On each Quarterly Payment Date, Borrower shall offer to prepay the Loans of each Lender pursuant to a written notice sent to the Administrative Agent and the Lenders in an amount equal to such Lender’s pro rata share of the aggregate amount deposited in the ECF Offer Account on such Quarterly Payment Date pursuant to Section 2.08(e) (each such offer to prepay referred to in this this Section 2.05(b)(iv), an “ECF Prepayment Offer”).
Excess Cash Flow Sweep. In the event that there is Excess Cash Flow for any fiscal year, commencing with the period beginning on the Closing Date and ending June 30, 2008, then promptly following the delivery of the audited financial statements for such fiscal year pursuant to Section 7.24.1, and in any event not more than one hundred twenty (120) days after the end of the fiscal year, the Company shall apply an amount equal to 50% of such Excess Cash Flow to the prepayment of the Senior Notes at a purchase price equal to the principal amount of such Senior Notes.
Excess Cash Flow Sweep. Within ten (10) days after receipt by Borrowers of their audited financial statements, but in no event later than one hundred thirty (130) days after the end of each fiscal year of Borrowers, Borrowers shall make a prepayment of the Loans to Lender and Subordinated Debt to the 2007 Subordinated Creditors in an amount equal to 90% of the Excess Cash Flow for such fiscal year, as follows:
Excess Cash Flow Sweep. On the 45th day after the last day of each fiscal quarter of the Guarantor (commencing with the first fiscal quarter ending closest to March 31, 2009 through and including the last day of the fiscal quarter ending closest to December 31, 2011), the Company will prepay a principal amount of Notes (subject to the proviso to the penultimate sentence of this paragraph 4B, an “Excess Cash Flow Sweep Prepayment”) equal to the largest integral multiple of $500,000 that is evenly divisible into the sum of (i) 20% of Excess Cash Flow for such fiscal quarter plus (ii) the entire amount on deposit in the Excess Cash Flow Reserve Account on each due date for the Excess Cash Flow Sweep Prepayment. The Excess Cash Flow Sweep Prepayment shall be made at par and without payment of the Yield-Maintenance Amount or any premium. Any portion of 20% of Excess Cash Flow for any fiscal quarter of the Guarantor not applied to an Excess Cash Flow Sweep Prepayment on a due date therefor shall be deposited into the Excess Cash Flow Reserve Account on such date and such portion, together with any amount on deposit in the Excess Cash Flow Reserve Account on such due date that is also not so applied, shall be retained therein until the next due date for an Excess Cash Flow Sweep Prepayment; provided that the entire amount on deposit in the Excess Cash Flow Reserve Account on the 45th day after the end of the Guarantor’s fiscal quarter ending closest to December 31, 2011 shall be part of the Excess Cash Flow Sweep Prepayment due on such date. Simultaneously with each prepayment made pursuant to this paragraph 4B, the Company shall deliver to each holder of Notes the calculation, in reasonable detail, of the amount of the Excess Cash Flow Sweep Prepayment and the amount held in the Excess Cash Flow Reserve Account in each case as of such prepayment date.
Excess Cash Flow Sweep. Beginning with the Quarterly Date occurring after the Term Conversion Date and each Quarterly Date thereafter, Borrower shall prepay the Loans of each Lender in an amount equal to such Lender’s pro rata share of the ECF Sweep Amount within three (3) Business Days of each such Quarterly Date, accompanied by payment of all accrued interest on the amount prepaid and a calculation as to the ECF Sweep Amount (which calculation shall be in form and substance reasonably satisfactory to the Administrative Agent).
Excess Cash Flow Sweep. If, as of any Determination Date, the Project Yield – Cash Sweep Commencement is less than the Cash Sweep Threshold, and Administrative Agent delivers notice thereof to Borrowers and Kansas City Master Lessee, Borrowers and Kansas City Master Lessee shall, within ten (10) days after the end of each calendar month thereafter (the end of the first calendar month following Borrowers’ and Kansas City Master Lessee’s receipt of such notice being the “Cash Flow Sweep Commencement Date”) until such time as an Excess Cash Flow Termination Date shall have occurred, (i) deliver to Administrative Agent (A) internally prepared income statements for such month, (B) a monthly statement for each Deposit Account maintained by a Borrower or Kansas City Master Lessee (or by a Property Manager on behalf of a Borrower or Kansas City Master Lessee), (C) a calculation of Excess Cash Flow for such month, and (D) an Excess Cash Flow Certificate as of the end of such month (collectively, the “Cash Flow Requirements”), and (ii) deposit the Excess Cash Flow for such month into the Project Yield Fund. At any time prior to a Cash Flow Sweep Commencement Date, Borrowers may prepay the Loan (which such partial prepayment shall not require payment of any Prepayment Premium) or provide Special Letters of Credit (a “Cash Sweep Prevention Letter of Credit”) in an amount sufficient such that Project Yield – Cash Sweep Commencement would be equal to or greater than the Cash Sweep Threshold in which case, Borrowers and Kansas City Master Lessee shall not be required to satisfy the Cash Flow Requirements or deposit of Excess Cash Flow into the Project Yield Fund unless the Project Yield – Cash Sweep Commencement is less than the Cash Sweep Threshold on a subsequent Determination Date.
Excess Cash Flow Sweep. Within ten (10) days after delivery to the Agent of audited annual financial statements pursuant to Section 9.6, commencing with the delivery to the Agent of the financial statements for the Fiscal Year ended January 31, 2011, Borrowers shall prepay the outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year (“Sweep Amount)” after the application thereof to any repayment of outstanding Obligations in respect of Equipment Availability and the permanent reduction of the Equipment Availability to the extent so repaid in accordance with Section 2.3 of the Loan Agreement; provided, that, as of the date of date the Sweep Amount is paid and after giving effect thereto, (a) Excess Availability (after giving effect to the Availability Block) shall be greater than $20,000,000 and (b) no Default or Event of Default shall exist or have occurred and be continuing; except, that, if such Excess Availability is less than $20,000,000, Agent shall either (i) agree in its sole discretion to permit the payment of such Sweep Amount, or (ii) implement a permanent Reserve against amounts that could otherwise be borrowed under the Borrowing Base, in an amount equal to the Sweep Amount (the “Term Loan Excess Cash Flow Reserve”).
Excess Cash Flow Sweep. In addition to all other payments of principal and interest required hereunder and under the Term Note, the Borrower shall remit to Lender, beginning with the first fiscal year end following the Closing Date and continuing throughout the term of the Term Loan, an amount equal to 25% of the Borrower’s Excess Cash Flow for the immediately preceding fiscal year (the “Excess Cash Flow Payment”), which shall be calculated based upon the immediately preceding fiscal year end audited financial statements of the Borrower, on or before 90 days after the end of each fiscal year, and which shall be paid on or before 120 days after the end of the fiscal year for which the payment is calculated. Total Excess Cash Flow Payments required hereunder shall not exceed Two Million and No/100 Dollars ($2,000,000.00) for any fiscal year. All Excess Cash Flow Payments shall be applied to the reduction of the outstanding principal balance of the Term Loan. No Excess Cash Flow Payments shall be required for a fiscal year where Borrower’s Owner’s Equity Ratio is greater than 50% as calculated at the end of the fiscal year for which the Excess Cash Flow Payment is being calculated.
