Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than 4.50:1.00 (but greater than or equal to 3.75:1.00) or 3.75:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,000.

Excess Cash Flow. Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) If, for the period commencing on July 1, 2004 and the related Compliance Certificate has been delivered pursuant to Section 7.02(b)ending on December 31, the Borrowers 2004 and for any fiscal year of Holdings commencing with its fiscal year ending on December 31, 2005, there shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such fiscal period or year, as applicable, not later than 90 days after the end of such period or fiscal year covered by year, Borrower shall prepay Loans in an amount equal to 75% of such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than and such prepayment shall be applied in accordance with subsection 4.7 below; provided that such percentage shall be reduced to 50.0% with respect to such Excess Cash Flow (or portion thereof) if the Total Leverage Ratio as of the end of such period or fiscal year is or after giving effect to the extent that any prepayment required by this subsection 4.5(e) with such prepayment is funded with the proceeds of long-term Funded Debt Excess Cash Flow (other or such smaller portion thereof) would be less than Revolving Loans, Extended Revolving Loans 5.00 to 1.00 but greater than or Refinancing Revolving Loans) (such prepayments equal to be applied as set forth in clause (vii) below)4.25 to 1.00; provided, provided further that such percentage shall be reduced to 25% with respect to such Excess Cash Flow (or 0% a smaller portion thereof) if the Consolidated Net Secured Total Leverage Ratio as of the last day end of the prior such period or fiscal year was is, or after giving effect to the prepayment required by this subsection 4.5(e) with such Excess Cash Flow (or such smaller portion thereof) would be, less than 4.50:1.00 (but greater than or equal 4.25 to 3.75:1.00) or 3.75:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,0001.00.

Excess Cash Flow. Within five Business Days ten (10) days after the annual financial statements have been and corresponding Compliance Certificate are required to be delivered pursuant to Section 7.01(a4.1(a) and Section 4.2(b) hereof, commencing with such annual financial statements for the related Compliance Certificate has been delivered pursuant to Section 7.02(b)Fiscal Year ending December 31, 2015, the Borrowers Borrower shall prepay deliver to the Administrative Agent, for distribution to the Lenders, an aggregate principal amount of Term Loans equal to the excess greater of $0 and an amount equal to (if anyi) of (Ax) 50% (as may be adjusted pursuant to the proviso below) of such Excess Cash Flow for if the fiscal year covered by such financial statements over Senior Leverage Ratio (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(ion a Net Basis) (but limited to as calculated in the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as manner set forth in clause (viion Exhibit 4.2(b)) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of such Fiscal Year is greater than 4.50:1.00, (y) 25% of such Excess Cash Flow if the prior fiscal year was Senior Leverage Ratio (on a Net Basis) (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is less than or equal to 4.50:1.00 (but greater than 3.75:1.00 or (z) 0% of such Excess Cash Flow if the Senior Leverage Ratio (on a Net Basis) (as calculated in the manner set forth on Exhibit 4.2(b)) as of the last day of such Fiscal Year is less than or equal to 3.75:1.00, less (ii) or 3.75:1.00the aggregate amount of voluntary prepayments of the Term Loans and, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required without duplication, the actual dollar amount paid in connection with Discounted Prepayments made with internally generated funds and voluntary prepayments of the Revolving Loans (to the extent that accompanied by a permanent reduction in the amount thereof would Aggregate Revolving Loan Commitment), in each case, made during such Fiscal Year, for application to the Loans in accordance with the provisions of Section 1.8(f) hereof. Excess Cash Flow shall be less than $25,000,000calculated in the manner set forth in the Compliance Certificate.

Excess Cash Flow. Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than 4.50:1.00 3.50:1.00 (but greater than or equal to 3.75:1.003.00:1.00) or 3.75:1.003.00:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,000.

Excess Cash Flow. Within five Business Days No later than 15 days after the date on which the financial statements have been with respect to such fiscal year in which such Excess Cash Flow Period occurs are required to be delivered pursuant to Section 7.01(a5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(h) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrowers shall prepay (i) in an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below"ECF PERCENTAGE") of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount Excess Cash Flow Period then ended minus any voluntary prepayment of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to prepayment of Revolving Loans with a corresponding reduction in Revolving Commitments, in each case during -49- such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than solely, in the case of such voluntary prepayments, to the extent that any such prepayment is funded with amounts are not subtracted from Consolidated EBITDA to calculate Excess Cash Flow; provided that the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below); provided, that such percentage ECF Percentage for an Excess Cash Flow Period shall be reduced to 25% or 0% with respect to such Excess Cash Flow (or portion thereof) if the Consolidated Net Secured Senior Leverage Ratio as of on the last day of such Excess Cash Flow Period is or after giving effect to the prior fiscal year was prepayment required by this Section 2.10(g) with such Excess Cash Flow (or such smaller portion thereof) would have been less than 4.50:1.00 (but greater than or equal to 3.75:1.00) or 3.75:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,0001.50:1.00.

Excess Cash Flow. Within five Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the sum of (x) aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i11.06(h) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) and (y) the aggregate principal amount of Revolving Loans prepaid (to the extent accompanied by a permanent reduction in the Aggregate Revolving Commitments), in each case, during the applicable Excess Cash Flow Period, Period and other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than 4.50:1.00 (but greater than 1.90:1.00 or equal to 3.75:1.00) or 3.75:1.001.40:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) shall be required to the extent that the amount thereof would be less than $25,000,000.

Excess Cash Flow. Within five The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after financial statements have been the last date Financial Statements can be delivered pursuant to Section 7.01(a6.1(c) and for any Fiscal Year (the related Compliance Certificate has been delivered pursuant to Section 7.02(b“ECF Payment Date”), beginning with the Borrowers shall prepay Fiscal Year ending December 31, 2019, an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) or repurchased and cancelled pursuant to Section 11.06(i) (but limited to the purchase price applicable to such Term Loans rather than the par amount thereof) during the applicable Excess Cash Flow Period, other than to the extent that any such prepayment is funded with the proceeds of long-term Funded Debt (other than Revolving Loans, Extended Revolving Loans or Refinancing Revolving Loans) (such prepayments to be applied as set forth in clause (vii) below)Fiscal Year; provided, however, that in the event that the Consolidated Total Leverage Ratio of the Group Members in effect as of the last day of such Fiscal Year is equal to or less than 3.50:1.00, but greater than 3.00:1.00, such percentage shall be reduced to 25% or 0% if %; provided, further, that in the event that the Consolidated Net Secured Total Leverage Ratio of the Group Members in effect as of the last day of the prior fiscal year was such Fiscal Year is equal to or less than 4.50:1.00 (but greater than or equal to 3.75:1.00) or 3.75:1.003.00:1.00, respectively; provided that no prepayment under this Section 2.05(b)(iii) such percentage shall be required reduced to 0%; provided, further, that (x) voluntary prepayments of the Term Loans, Replacement Loans or Incremental Equivalent Debt that is secured on a pari passu basis with the Initial Term Loans made during such Fiscal Year or prior to the extent that ECF Payment Date (calculated on a Dollar Equivalent basis and without duplication of any amounts deducted in the amount thereof would be less than $25,000,000.calculation of Excess Cash Flow in any prior Fiscal Year), (y) voluntary prepayments of 61 [[5207813]]