Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar.

Excess Cash Flow. After No later than the earlier of (i) 90 days after the end of each Fiscal Year (fiscal year of Borrower, commencing with the Fiscal Year fiscal year ending December 31October 1, 2022)2004, within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (yii) the date on which the financial statements and the related Officer’s Compliance Certificate for with respect to such Fiscal Year period are required to be delivered pursuant to Section 8.1(a5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(i) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vj) below in an aggregate principal amount equal to (A) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended; provided that if the Borrower makes any optional prepayment of Loans during any fiscal year with funds which would otherwise constitute “Excess Cash Flow” for such Fiscal Year times fiscal year (all such payments, the “ECF Optional Prepayments”), no deduction for such ECF Optional Prepayments shall be made in calculating Excess Cash Flow for such Fiscal Year minus fiscal year (B) Excess Cash Flow without such deduction is herein referred to as “Gross Excess Cash Flow”). If the aggregate amount ECF Optional Prepayments for such fiscal year equal or exceed the ECF Percentage of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Gross Excess Cash Flow for such fiscal year, no prepayment shall be required pursuant to this Section 2.10(g) for such fiscal year. To the extent that the ECF Optional Prepayments for such fiscal year equals or exceeds $5,000,000, at which point are less than the Borrowers shall cause to be prepaid an aggregate principal amount ECF Percentage of Loans equal to the applicable percentage of Gross Excess Cash Flow as set forth herein from for such fiscal year (such difference, the “Excess Cash Flow Shortfall”), subject to the proviso of the first dollarsentence of this Section 2.10(g), the Borrower shall be required only to prepay an amount equal to such Excess Cash Flow Shortfall in respect of such fiscal year pursuant to this Section 2.10(g).

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within Within five (5) Business Days after financial statements have been delivered pursuant to Section 5.06(a), beginning with the earlier fiscal year ending December 31, 2015, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to occur of (x) the actual delivery ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements and related Officer’s Compliance Certificate for such Fiscal Year and less (y) the date on which aggregate principal amount of any voluntary prepayment of Borrowings made by the financial statements and Borrower pursuant to Section 2.06(b) during such fiscal year (or, at the related Officer’s Compliance Certificate for option of the Borrower, after the end of such Fiscal Year are fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be delivered pursuant made under this paragraph with respect to Section 8.1(a) and Section 8.2(aExcess Cash flow for the next following fiscal year)), the Borrowers shall make mandatory principal excluding any such voluntary prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded financed with the incurrence of any IndebtednessLong-Term Debt; provided that no prepayment shall be required under this paragraph if, any Equity Issuanceand only to the extent, any casualty proceeds, any condemnation proceeds or any other proceeds that would such prepayment shall not be included permitted by the restrictions set forth in Consolidated EBITDA; provided, that, the ABL Documents (so long as no Event such restrictions are not more adverse to the Lenders than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of Default has occurred and is continuing such restrictions, such prepayment or would result therefrom, no such prepayments portion thereof shall be required unless Excess Cash Flow for made immediately upon such year equals or exceeds $5,000,000, at which point the Borrowers shall cause restrictions ceasing to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarprohibit such prepayment.

Excess Cash Flow. After No later than the earlier of (i) 90 days after the end of each Fiscal Year (fiscal year of Borrower, commencing with the Fiscal Year fiscal year ending December 31September 28, 2022)2007, within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (yii) the date on which the financial statements and the related Officer’s Compliance Certificate for with respect to such Fiscal Year period are required to be delivered pursuant to Section 8.1(a5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(g) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vh) below in an aggregate principal amount equal to (A) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended; provided that if the Borrower makes any optional prepayment of Loans during any fiscal year with funds which would otherwise constitute “Excess Cash Flow” for such Fiscal Year times fiscal year (all such payments, the “ECF Optional Prepayments”), no deduction for such ECF Optional Prepayments shall be made in calculating Excess Cash Flow for such Fiscal Year minus fiscal year (B) Excess Cash Flow without such deduction is herein referred to as “Gross Excess Cash Flow”). If the aggregate amount ECF Optional Prepayments for such fiscal year equal or exceed the ECF Percentage of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Gross Excess Cash Flow for such fiscal year, no prepayment shall be required pursuant to this Section 2.10(f) for such fiscal year. To the extent that the ECF Optional Prepayments for such fiscal year equals or exceeds $5,000,000, at which point are less than the Borrowers shall cause to be prepaid an aggregate principal amount ECF Percentage of Loans equal to the applicable percentage of Gross Excess Cash Flow as set forth herein from for such fiscal year (such difference, the “Excess Cash Flow Shortfall”), subject to the proviso of the first dollarsentence of this Section 2.10(f), the Borrower shall be required only to prepay an amount equal to such Excess Cash Flow Shortfall in respect of such fiscal year pursuant to this Section 2.10(f).

Excess Cash Flow. After the end of each Fiscal Year the fourth fiscal quarter in any fiscal year (commencing beginning with the Fiscal Year ending fiscal year started December 3130, 20222013), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered Borrower shall deliver, pursuant to Section 8.1(a) and Section 8.2(a5.2(d)(ii), the Borrowers shall make mandatory principal prepayments Borrower’s calculation of the Loans Excess Cash Flow for such fiscal year (the “Annual Excess Cash Flow”). Within 10 Business Days of delivery thereof, the Borrower shall prepay the outstanding principal amount of the Obligations in the manner set forth in clause (vaccordance with Section 2.10(d) below in an amount equal to (Ai) the applicable ECF Percentage for such Fiscal Year times multiplied by the Annual Excess Cash Flow for such Fiscal Year fiscal year, minus (ii) the sum of (A) all voluntary prepayments of Term Loans made pursuant to Section 2.9(a) and (B) the aggregate amount of (i) all optional voluntary prepayments of Revolving Credit Loans during such Fiscal Year or loans under any other revolving facility that is secured, in whole or in part, by a first priority lien (solely in each case, to the extent accompanied by a permanent optional reductions reduction in the corresponding Revolving Credit CommitmentCommitments or other revolving commitments), in the case of each of the immediately preceding clauses (A) and (ii) all optional prepayments B), made during such fiscal year (without duplication of any Term Loans during prepayments in such Fiscal Year, in each case fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.10(c) for any prior fiscal quarter or fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.10(c) is due and to the extent that such prepayments are not funded with the incurrence proceeds of any Indebtednesslong-term indebtedness. Notwithstanding anything to the contrary contained herein, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event for purposes of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless calculating the Annual Excess Cash Flow for the fiscal year started December 30, 2013, such year equals or exceeds $5,000,000, at which point the Borrowers calculation shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of only include Excess Cash Flow as set forth herein from accumulated during the first dollarfiscal quarters ending September 28, 2014 and December 29, 2014.

Excess Cash Flow. After the end of each Fiscal Year calendar year of the Borrower (commencing with the Fiscal Year calendar year ending December 31, 20222014), if the Consolidated Total Leverage Ratio is greater than 3.00 to 1.00 as of the last day of such calendar year, then within five (5) Business Days after the earlier to occur of (x) the actual delivery of the annual financial statements and related Officer’s Compliance Certificate for such Fiscal Year calendar year and (y) the date on which the such annual financial statements and the related Officer’s Compliance Certificate for such Fiscal Year calendar year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), the Borrowers Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vvi) below in an amount equal to the lesser of (A) the applicable ECF Percentage fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year times Excess Cash Flow for such Fiscal Year calendar year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year calendar year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans Loan during such Fiscal Yearcalendar year, in each case case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Debt Issuance, any casualty proceeds, proceeds of any condemnation proceeds Equity Issuance or any Insurance and Condemnation Event or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred EBITDA and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point (B) the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal prepayment necessary to lower the applicable percentage of Excess Cash Flow as set forth herein from the first dollarConsolidated Total Leverage Ratio to 3.00 to 1.00, after giving pro forma effect to such prepayment.

Excess Cash Flow. After Within ten (10) days of delivery to the end Administrative Agent of each Fiscal Year (audited annual financial statements pursuant to Section 5.01(a), commencing with the Fiscal Year delivery to the Administrative Agent of the financial statements for the Borrower’s fiscal year ending December 31, 2022)2015 or, within five (5) Business Days after the earlier to occur of (x) the actual delivery of the if such financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) are not delivered to the Administrative Agent on the date on which the financial such statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a5.01(a), within ten (10) and days after the date such statements were required to be delivered to the Administrative Agent pursuant to Section 8.2(a5.01(a), the Borrowers Borrower shall make mandatory prepay the outstanding principal prepayments amount of the Loans in the manner set forth in clause (v) below Obligations in an amount equal to the difference of (Ax) the applicable ECF Percentage for such Fiscal Year times of the Excess Cash Flow for such Fiscal Year fiscal year minus (By) the aggregate amount of (i) all optional voluntary prepayments of Revolving Credit the Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitmentsuch prepayments are permitted hereunder) using Internally Generated Funds. However, if and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that Aggregate Availability would be less than the Minimum Availability Threshold immediately after giving effect to all or a portion of such prepayments are not funded with prepayment of the incurrence Term Loans otherwise required under the immediately preceding sentence for any fiscal year (the portion of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds the required prepayment that would cause Availability not to exceed the Minimum Availability Threshold, the “ECF Deferred Portion”), then (x) the Borrower shall not be included in Consolidated EBITDA; providedrequired to apply such prepayment to the Term Loans up to the amount of the ECF Deferred Portion for such fiscal year and (y) on the first Business Day of each fiscal quarter thereafter, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments the Borrower shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point to prepay the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal up to the applicable percentage cumulative ECF Deferred Portion for all fiscal years that has not been previously prepaid pursuant to this clause (y) to the extent, immediately after giving effect any portion of Excess Cash Flow as set forth herein from the first dollarproposed prepayment, Availability would exceed the Minimum Availability Threshold.

Excess Cash Flow. After Following the end of each Fiscal Year (fiscal year of the Borrower, commencing with the Fiscal Year fiscal year ending December 31, 2022)2025, within five the Borrower shall prepay Term B Loans in an aggregate amount equal to: (5A) Business Days after the earlier to occur applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year (B) (x) the actual delivery aggregate principal amount of Term Loans and/or Incremental Term Loans (in each case, to the extent applied to amortization payments due more than ninety (90) days after the date of such voluntary prepayment) and/or (to the extent accompanied by a permanent reduction of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year Aggregate Revolving Credit Commitments in the same amount) Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and (y) purchases of Loans pursuant to Section 10.06(h) (determined by the actual cash purchase price paid by such Person for any such purchase and not the par value of the Loans purchased by such Person), in each case for subclauses (x) and (y), during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clause (vi) below), and (z) the aggregate amount of cash that has been actually paid during the fiscal year with respect to which such prepayment is made (without duplication of any amounts previously deducted in a preceding payment) or is reasonably expected to be paid during the subsequent fiscal year (without duplication of any amounts to be deducted in a subsequent payment) by the Borrower or any of the Restricted Subsidiaries for Capital Expenditures, Permitted Acquisitions and other Investments not prohibited by this Agreement (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents), but excluding (I) all Capital Expenditures, Permitted Acquisitions and other Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under the Revolving Credit Facility) and (II) Investments made utilizing the Cumulative Available Amount; (C) any amount deducted pursuant to clause (B)(z) above in a prior fiscal year as an amount reasonably expected to be paid during a subsequent fiscal year but not in fact so paid during such subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a6.01(a) and Section 8.2(a), with respect to the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage fiscal year for such Fiscal Year times which Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of is being calculated. Prepayment pursuant to this clause (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely shall not be required to be made following the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Yearrepayment or prepayment, in each case to full, of all of the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarTerm B Loans.

Excess Cash Flow. After Following the end of each Fiscal Year (fiscal year of the Borrower, commencing with the Fiscal Year fiscal year ending December 31, 2022), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a)2021, the Borrowers Borrower shall make mandatory principal prepayments of the prepay Term B Loans in the manner set forth in clause (v) below in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage for such Fiscal Year times of Excess Cash Flow for such Fiscal Year minus fiscal year less (B) (x) the aggregate principal amount of Term Loans and/or Incremental Term Loans (iin each case, to the extent applied to amortization payments due more than ninety (90) all optional prepayments days after the date of Revolving Credit Loans during such Fiscal Year voluntary prepayment) and/or (solely to the extent accompanied by a permanent optional reductions reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Credit CommitmentLoans prepaid pursuant to Section 2.05(a)(i) and (iiy) all optional prepayments purchases of Loans pursuant to Section 10.06(h) (determined by the actual cash purchase price paid by such Person for any Term such purchase and not the par value of the Loans during purchased by such Fiscal YearPerson), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the extent that date on which the prepayment described in this clause (i) is required (such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not to be included applied as set forth in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments clause (vi) below). Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are required unless to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers is being calculated. Prepayment pursuant to this clause (i) shall cause not be required to be prepaid an aggregate principal amount made following the repayment or prepayment, in full, of Loans equal to all of the applicable percentage of Excess Cash Flow as set forth herein from the first dollarTerm B Loans.

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within Within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year have been delivered or are required to be delivered pursuant to Section 8.1(a6.01(a) and the related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), in each case, commencing (a) with respect to the 2023-A First Lien Term Loans, with the first full fiscal year ending after the Closing Date and (b) with respect to the 2023-B First Lien Term Loans, with the fiscal year ending December 31, 2022, the Borrowers shall, subject to Section 2.04(b)(iv) and Section 8.2(a2.04(b)(v), prepay an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the Borrowers shall make mandatory principal terms of such other Term Loans) equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum, without duplication, of, (I) all voluntary prepayments of the Term Loans and any other Pari Passu Lien Debt (including (A) those made through debt buybacks and in the manner set forth in clause (v) below case of below-par repurchases in an amount equal to (A) the applicable ECF Percentage for discounted amount actually paid in cash in respect of such Fiscal Year times Excess Cash Flow for such Fiscal Year minus below-par repurchase, (B) cash payments by the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year Borrowers pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitmentapplicable Term Loans or other Pari Passu Lien Debt is retired instead of assigned) and (iiC) prepayments of Loans and Participations held by Disqualified Lenders or Net Short Lenders) and (II) all optional voluntary payments and prepayments of loans under the ABL Credit Facility and any Term Loans during such Fiscal Yearother revolving loans, in each case to the extent that accompanied by a corresponding permanent reduction in commitments. in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this Section 2.04(b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the incurrence proceeds of any IndebtednessFunded Debt and (III) including, any Equity Issuancefor the avoidance of doubt, any casualty proceeds, any condemnation proceeds assignments of such Indebtedness to the Parent or any other proceeds a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the amount paid in connection with such assignment (or prepayment); provided that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments payment shall be required unless if such amount is equal to or less than the greater of 5.00% of Closing Date EBITDA and 5.00% of TTM Consolidated Adjusted EBITDA and only amounts in excess of such minimum will be subject to the repayment provisions of this Section 2.04(b); provided further that if at the time that any such prepayment would be required, the Borrowers are required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt or other secured debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow for (such year equals Pari Passu Lien Debt or exceeds $5,000,000other secured debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, at which point “Other Applicable ECF Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(i) shall cause to be prepaid an reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans equal to and Other Applicable ECF Indebtedness at such time, with it being agreed that the applicable percentage portion of Excess Cash Flow as set forth herein from allocated to the first dollarOther Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof).

Excess Cash Flow. After (A) Prior to the end Discharge of each Fiscal Year (the Revolving Credit Obligations. If, prior to the Discharge of the Revolving Credit Obligations, there shall be Excess Cash Flow for any fiscal year of Borrower commencing with the Fiscal Year fiscal year ending on or about December 31, 2022)2017, within five (5) Business Days after the earlier to occur of then (x) on the actual delivery of the tenth Business Day after financial statements and related Officer’s Compliance Certificate have been (or, if earlier, were required to be) delivered for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered fiscal year of Borrower pursuant to Section 8.1(a) and Section 8.2(a6.1 (such Business Day, the “Initial ECF Application Date”), Borrower shall prepay the Borrowers shall make mandatory outstanding principal prepayments amount of the Loans Obligations in the manner set forth in clause (vaccordance with Section 2.4(f)(i) below in an amount equal to the lesser of (Asuch lesser amount, a “Permissible ECF Application Amount”) (I) such amount of Excess Cash Flow that both before and immediately after the applicable ECF Percentage for such Fiscal Year times application thereof to the Obligations, the Availability Conditions are satisfied and (II) 100% of the Excess Cash Flow for such Fiscal Year minus prior fiscal year and (By) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments Permissible ECF Application Amount paid on the Initial ECF Application Date is less than 100% of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000prior year, at which point on the Borrowers tenth Business Day after financial statements have been (or, if earlier, were required to be) delivered pursuant to Section 6.1 for each fiscal quarter of Borrower following the Initial ECF Application Date, Borrower shall cause to be prepaid an aggregate prepay the outstanding principal amount of Loans the Obligations in accordance with Section 2.4(f)(i) in an amount equal to then Permissible ECF Application Amount until such time as the applicable percentage aggregate of all Permissible ECF Application Amounts paid by Borrower pursuant to this Section 2.4(e)(vi)(A) reaches 100% of the Excess Cash Flow as set forth herein from the first dollarfor such prior fiscal year.

Excess Cash Flow. After (b)(i) of the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within Credit Agreement is hereby amended and restated in its entirety as follows: Within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be have been delivered pursuant to Section 8.1(a6.01(a) and the related Compliance Certificate is required to have been delivered pursuant to Section 8.2(a6.02(b), commencing with the Borrowers shall make mandatory principal prepayments of fiscal year ended September 30, 2017, the Loans in Borrower shall, if and to the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times extent Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or period exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans Term Loans, in accordance with Section 2.05(b)(vi), in an amount (the “ECF Prepayment Amount”) equal to (A) the applicable percentage Prepayment Percentage of Excess Cash Flow as set forth herein from Flow, if any, for the first dollarfiscal year covered by such financial statements minus (B) the sum of (1) the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or after fiscal year-end but prior to the time of such prepayment pursuant to this Section 2.05(b)(i) (other than prepayments of Term Loans financed by incurring other long-term Indebtedness (other than revolving loans)), in the case of prepayments pursuant to Section 2.05(a)(iv), with credit given for the actual amount of cash payment, and (2) solely to the extent the amount of the Revolving Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Loans made pursuant to Section 2.05(a) during such fiscal year or after fiscal year-end but prior to the time of such prepayment pursuant to this Section 2.05(b)(i); provided that any payments made after fiscal year-end which reduce the prepayment pursuant to this Section 2.05(b)(i) shall not reduce any required prepayments pursuant to this Section 2.05(b)(i) in any subsequent fiscal year; provided, however, that a ratable portion of the ECF Prepayment Amount may be applied to prepay or offer to purchase any senior secured notes or loans that are permitted to be (x) incurred hereunder on such terms and (y) secured by the Collateral on a pari passu basis with the Facilities if required under the terms of the documentation governing such notes or loans (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such notes and loans outstanding at such time); provided, further, that to the extent the holders of such notes or loans decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Excess Cash Flow. After For each fiscal quarter of the end of each Fiscal Year (Borrower, commencing with the Fiscal Year fiscal quarter ending December March 31, 2022)2013, within no more than five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be have been delivered pursuant to Section 8.1(a6.01(a) and Section 8.2(aor 6.01(b) for such fiscal quarter (each, an “ECF Prepayment Date”), the Borrowers Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid prepay an aggregate principal amount of Loans equal to the applicable percentage excess (if any) of (A) 100% of Excess Cash Flow as for such fiscal quarter over (B) the aggregate principal amount of Loans prepaid during such fiscal quarter pursuant to Section 2.03(a) other than prepayments funded with the proceeds of Indebtedness with a maturity of twelve months or longer from the date of incurrence of such Indebtedness (the “ECF Prepayment Amount”); provided, however, that in the event that the payment conditions set forth herein from in Section 7.15(k) of the first dollarSenior Credit Agreement are not satisfied on such ECF Prepayment Date after giving effect to such prepayment (and Borrower shall have provided notice of such failure in accordance with Section 6.02(a) hereof), such required prepayment amount shall be reduced, in whole or in part, by the amount necessary to allow such payment conditions to be satisfied on such ECF Prepayment Date after giving effect to such prepayment (it being understood and agreed, for the avoidance of doubt, that if the payment conditions set forth in Section 7.15(k) of the Senior Credit Agreement would not, after giving effect to any such reduction, be satisfied on such ECF Prepayment Date, a prepayment under this Section 2.03(b)(i) shall not be required on such ECF Prepayment Date).

Excess Cash Flow. After Following the end of each Fiscal Year (fiscal year of the Borrower, commencing with the Fiscal Year fiscal year ending December 31, 2022)2025, within five the Borrower shall prepay Term B Loans in an aggregate amount equal to: (5A) Business Days after the earlier to occur applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year (B) (x) the actual delivery aggregate principal amount of Term Loans and/or Incremental Term Loans (in each case, to the extent applied to amortization payments due more than ninety (90) days after the date of such voluntary prepayment) and/or (to the extent accompanied by a permanent reduction of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year Aggregate Revolving Credit Commitments in the same amount) Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and (y) purchases of Loans pursuant to Section 10.06(h) (determined by the actual cash purchase price paid by such Person for any such purchase and not the par value of the Loans purchased by such Person), in each case for subclauses (x) and (y), during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clause (vi) below), and (z) the aggregate amount of cash that has been actually paid during the fiscal year with respect to which such prepayment is made (without duplication of any amounts previously deducted in a preceding payment) or is reasonably expected to be paid during the subsequent fiscal year (without duplication of any amounts to be deducted in a subsequent payment) by the Borrower or any of the Restricted Subsidiaries for Capital Expenditures, Permitted Acquisitions and other Investments not prohibited by this Agreement (including Investments in Joint Ventures and Minority Investments, but excluding Investments in cash and Cash Equivalents), but excluding (I) all Capital Expenditures, Permitted Acquisitions and other Investments to the extent funded with the proceeds of Indebtedness (other than extensions of credit under Revolving Credit Facility) and (II) Investments made utilizing the Cumulative Available Amount; 183402494_6 (C) any amount deducted pursuant to clause (B)(z) above in a prior fiscal year as an amount reasonably expected to be paid during a subsequent fiscal year but not in fact so paid during such subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a6.01(a) and Section 8.2(a), with respect to the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage fiscal year for such Fiscal Year times which Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of is being calculated. Prepayment pursuant to this clause (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely shall not be required to be made following the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Yearrepayment or prepayment, in each case to full, of all of the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarTerm B Loans.”

Excess Cash Flow. After Within five Business Days after delivery to the end Administrative Agent of each Fiscal Year (audited annual financial statements pursuant to Section 2.9(e), commencing with the Fiscal Year ending December 31, 2022), within five (5) Business Days after delivery to the earlier to occur of (x) the actual delivery Administrative Agent of the financial statements and related Officer’s Compliance Certificate for the fiscal year ending June 30, 2020, or, if such Fiscal Year and (y) financial statements are not delivered to the Administrative Agent on the date on which the financial such statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and 5.1(c), within five Business Days after the date such statements were required to be delivered to the Administrative Agent pursuant to Section 8.2(a5.1(c), the Borrowers Borrower shall make mandatory prepay an aggregate principal prepayments amount of the Term Loans in the manner set forth in clause (v) below in an amount equal to (Ai) the applicable ECF Percentage for such Fiscal Year times of Excess Cash Flow for such Fiscal Year fiscal year minus (Bii) the aggregate amount of (i) all optional voluntary prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans made during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, thatrelevant fiscal year, so long as no Event of Default has occurred any such payments are made with funds internally generated by Company and is continuing or would result therefromthe Subsidiaries. In the event that the financial statements required under Section 5.1(c) are not so delivered, no such prepayments then a calculation based upon estimated amounts shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at made by the Required Lenders upon which point the calculation Borrowers shall cause make the prepayment required by this Section 2.9(e), subject to be prepaid an aggregate principal amount adjustment (including any payment of Loans equal additional funds due by the Borrower on account of any underpayment or any refund due to the applicable percentage Borrower on account of Excess Cash Flow any overpayment) when the financial statements are delivered to the Administrative Agent as set forth herein from required hereby. The calculation made by the first dollarRequired Lenders shall not be deemed a waiver of any rights the Administrative Agent or any Lender may have as a result of the failure by Borrowers to deliver such financial statements.

Excess Cash Flow. After No later than the earlier of (i) 90 days after the end of each Fiscal Year (fiscal year of Borrower, commencing with the Fiscal Year fiscal year ending December 31October 1, 2022)2004, within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (yii) the date on which the financial statements and the related Officer’s Compliance Certificate for with respect to such Fiscal Year period are required to be delivered pursuant to Section 8.1(a5.01(a), Borrower shall make prepayments in accordance with Sections 2.10(i) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vj) below in an aggregate principal amount equal to (A) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended; provided that if the Borrower makes any optional prepayment of Loans during any fiscal year with funds which would otherwise constitute "Excess Cash Flow" for such Fiscal Year times fiscal year (all such payments, the "ECF OPTIONAL PREPAYMENTS"), no deduction for such ECF Optional Prepayments shall be made in calculating Excess Cash Flow for such Fiscal Year minus fiscal year (B) Excess Cash Flow without such deduction is herein referred to as "GROSS EXCESS CASH FLOW"). If the aggregate amount ECF Optional Prepayments for such fiscal year equal or exceed the ECF Percentage of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Gross Excess Cash Flow for such fiscal year, no prepayment shall be required pursuant to this Section 2.10(g) for such fiscal year. To the extent that the ECF Optional Prepayments for such fiscal year equals or exceeds $5,000,000, at which point are less than the Borrowers shall cause to be prepaid an aggregate principal amount ECF Percentage of Loans equal to the applicable percentage of Gross Excess Cash Flow as set forth herein from for such fiscal year (such difference, the "EXCESS CASH FLOW SHORTFALL"), subject to the proviso of the first dollarsentence of this Section 2.10(g), the Borrower shall be required only to prepay an amount equal to such Excess Cash Flow Shortfall in respect of such fiscal year pursuant to this Section 2.10(g).

Excess Cash Flow. After the end Within ten Business Days of each Fiscal Year (delivery to Agent of audited annual financial statements pursuant to Section 5.1, commencing with the Fiscal Year ending December 31, 2022), within five (5) Business Days after the earlier delivery to occur of (x) the actual delivery Agent of the financial statements and related Officer’s Compliance Certificate for Administrative Borrowers’ fiscal year ended December 31, 2016 or, if such Fiscal Year and (y) financial statements are not delivered to Agent on the date on which the financial such statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and 5.1, within ten Business Days after the date such statements were required to be delivered to Agent pursuant to Section 8.2(a)5.1, the Borrowers shall make mandatory prepay the outstanding principal prepayments amount of the Loans Obligations in the manner set forth in clause (vaccordance with Section 2.4(f)(ii) below in an amount equal to (A) 75% (the applicable “ECF Percentage for such Fiscal Year times Prepayment Percentage”) of the Excess Cash Flow of the Loan Parties and their Subsidiaries for such Fiscal Year fiscal year, minus (B) the aggregate amount of (i) all optional voluntary prepayments in respect of Revolving Credit the outstanding principal balance of the Term Loans made by Borrowers during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDAfiscal year; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless that any Excess Cash Flow for such year equals or exceeds $5,000,000, at which point payment made pursuant to this Section 2.4(e)(vi) shall exclude the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage portion of Excess Cash Flow that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition; provided, that (I) upon the repayment in full of the Term Loan B the ECF Prepayment Percentage shall be reduced to 25% and (II) if (x) all Obligations in respect of the Term Loan B have been paid in full and (y) such financial statements demonstrate that the Leverage Ratio of the Loan Parties and their Subsidiaries as set forth herein from of the first dollarend of such fiscal year was 1.5:1.0 or less, then no prepayment shall be required.

Excess Cash Flow. After the end If, for any fiscal year of each Fiscal Year (Borrower commencing with the Fiscal Year its fiscal year ending on December 31, 2022)2017, within five (5) Business Days after there shall be Excess Cash Flow for such fiscal year, not later than fifteen days following the earlier to occur of (x) the actual delivery of the day by which financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year have been or are required to be delivered provided to the Lenders pursuant to Section 8.1(asubsection 7.1(a) and Section 8.2(afor such fiscal year (such date, the “Excess Cash Flow Prepayment Date”), the Borrowers Borrower shall make mandatory principal prepayments of the prepay Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for 50% of such Fiscal Year times Excess Cash Flow for and such Fiscal Year minus (Bprepayment shall be applied in accordance with subsection 4.7 below; provided that such percentage shall be reduced to 25% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 5.00 to 1.00; and provided further that no mandatory prepayment shall be required under this subsection 4.5(e) if the aggregate Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00. The amount of any mandatory prepayment under this subsection 4.5(e) for any fiscal year shall be reduced by the amount of Term Loans voluntarily prepaid pursuant to subsection 4.4 during such fiscal year and during the period thereafter through the Excess Cash Flow Prepayment Date (iwithout duplication in subsequent periods) all optional and, solely to the extent that the amount of the Revolving Credit Commitments are permanently reduced under subsection 4.3(a) in connection therewith, by the amount of any voluntary prepayments of Revolving Credit Loans under subsection 4.4 during such Fiscal Year fiscal year and during the period thereafter through the Excess Cash Flow Prepayment Date (solely without duplication in subsequent periods) in each case, except to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that such prepayments are not prepayment is funded with the incurrence proceeds of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation Indebtedness (other than Revolving Credit Loans) or the proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarPermitted Securities.

Excess Cash Flow. After the end of each Fiscal Year No later than ten (commencing with the Fiscal Year ending December 31, 2022), within five (510) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the audited financial statements and the related Officer’s Compliance Certificate for such Fiscal Year with respect to any Excess Cash Flow Period are required to be delivered pursuant to Section 8.1(a5.01(a), Borrower shall make prepayments of Term Loans in accordance with Sections 2.10(g) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vh) below in an aggregate principal amount equal to (Ax) the applicable ECF Percentage for such Fiscal Year times following percentage of Excess Cash Flow for such Fiscal Year Excess Cash Flow Period based on the First Lien Net Leverage Ratio for the Test Period ending on the last day of such Excess Cash Flow Period minus (y) without duplication of any kind, all voluntary prepayments made during such fiscal year (or, at the option of Borrower, after such fiscal year but prior to the date the mandatory prepayment required by this Section 2.10(f) is to be made but without duplication of any amount reducing any prepayment requirement to be made pursuant to this Section 2.10(f) with respect to any subsequent period) to the extent funded with Internally Generated Funds and applied by Borrower to (A) Term Loans (including purchases of the Term Loans by any Company at or below par (to the extent a pro rata offer was made to all Term Lenders), in which case the amount of voluntary prepayments of Term Loans shall be deemed not to exceed the actual cash purchase price of such Term Loans below par) or (B) the aggregate amount of Revolving Loans (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely but only to the extent accompanied by a concurrent and concomitant permanent optional reductions in reduction of the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal YearCommitments), in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; as applicable: provided, that, so long as that no Event of Default has occurred and is continuing or would result therefrom, no such prepayments prepayment shall be required under this Section 2.10(f) unless Excess Cash Flow for the amount thereof (after giving effect to the foregoing clause (y)) would equal or exceed $15,000,000 (and, in such year equals or exceeds case, only such amount in excess of $5,000,000, at which point the Borrowers 15,000,000 shall cause be required to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarprepaid).

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within Within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year have been delivered or are required to be delivered pursuant to Section 8.1(a6.01(a) and the related Compliance Certificate has been delivered or is required to be delivered pursuant to Section 6.02(a), in each case, commencing with the first full fiscal year ending after the Closing Date, the Borrower shall, subject to Section 2.07(b)(v) and Section 8.2(a2.07(b)(vi), prepay an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the Borrowers shall make mandatory principal terms of such other Term Loans) equal to, (A) the ECF Prepayment Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, minus (B) the sum of, (I) all voluntary prepayments of the Term Loans and any other term loans that are Pari Passu Lien Debt (including (A) those made through debt buybacks and in the manner set forth in clause (v) below case of below-par repurchases in an amount equal to (A) the applicable ECF Percentage for discounted amount actually paid in cash in respect of such Fiscal Year times Excess Cash Flow for such Fiscal Year minus below-par repurchase, (B) cash payments by the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year Borrower pursuant to Section 3.07 or other applicable “yank-a-bank” provisions (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitmentapplicable Term Loans or other Pari Passu Lien Debt is retired instead of assigned) and (iiC) prepayments of Loans and Participations held by Disqualified Lenders); and (II) all optional voluntary payments and prepayments of any Term Loans during such Fiscal Yearrevolving loans, in each case to the extent that accompanied by a corresponding permanent reduction in commitments; in each case, (I) during such fiscal year or following the end of such fiscal year and prior to the date of such calculation (provided that, with respect to any such amount following the end of such fiscal year, such amount is not included in any calculation pursuant to this Section 2.07(b)(i) for the subsequent fiscal year), (II) to the extent such prepayments are not funded with the incurrence proceeds of any IndebtednessFunded Debt and (III) including, any Equity Issuancefor the avoidance of doubt, any casualty proceeds, any condemnation proceeds assignments of such Indebtedness to the Borrower or any other proceeds a Restricted Subsidiary (and prepayments of such Indebtedness below par) to the extent of the amount paid in connection with such assignment (or prepayment); provided that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments payment shall be required unless if such amount is equal to or less than the greater of 15.00% of Closing Date EBITDA (i.e. $21,750,000) and 15.00% of LTM Consolidated Adjusted EBITDA and only amounts in excess of such minimum will be subject to the repayment provisions of this Section 2.07(b); provided further that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow for (such year equals or exceeds $5,000,000, at which point the Borrowers shall cause Pari Passu Lien Debt required to be prepaid an repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans equal to and Other Applicable ECF Indebtedness at such time, with it being agreed that the applicable percentage portion of Excess Cash Flow as set forth herein from allocated to the first dollarOther Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof).

Excess Cash Flow. After the end Within 10 days of each Fiscal Year (delivery to Agent of audited annual financial statements pursuant to Section 5.1, commencing with the Fiscal Year ending December 31, 2022), within five (5) Business Days after the earlier delivery to occur of (x) the actual delivery Agent of the financial statements and related Officerfor Borrower’s Compliance Certificate for fiscal year ended November 30, 2013 or, if such Fiscal Year and (y) financial statements are not delivered to Agent on the date on which the financial such statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and 5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 8.2(a)5.1, Borrower shall prepay the Borrowers shall make mandatory outstanding principal prepayments amount of the Loans Obligations in the manner set forth in clause (vaccordance with Section 2.4(f) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times Applicable Excess Cash Flow Percentage of Borrower and its Subsidiaries for such Fiscal Year fiscal year, minus (B) the aggregate amount of (i) all optional voluntary prepayments in respect of Revolving Credit Loans the outstanding principal balance of the Term Loan made by Borrower during such Fiscal Year fiscal year (solely or, any voluntary prepayments made following the last day of such fiscal year and prior to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments date of any Term Loans during such Fiscal Year, in each case payment made pursuant to this Section 2.4(e)(vi) (to the extent that such prepayments are amounts were not funded with deducted in calculating the incurrence amount of payments due pursuant to this Section 2.4(e)(vi) in any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would prior period and will not be included deducted in Consolidated EBITDAcalculating the amount of payments due pursuant to this Section 2.4(e)(vi) in any subsequent period)); provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless that any Excess Cash Flow for payment made pursuant to this Section 2.4(e)(vi) shall exclude the portion of Excess Cash Flow that is attributable to the target of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition; provided, further, that in the case of the fiscal year equals or exceeds $5,000,000ended November 30, at which point 2013, Borrower shall only be obligated to prepay the Borrowers shall cause to be prepaid an aggregate outstanding principal amount of Loans the Obligations in an amount equal to the applicable percentage of the Excess Cash Flow as set forth herein from of Borrower and its Subsidiaries for the first dollarthree fiscal quarter period ending on November 30, 2013.

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 20222015), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), the Borrowers Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vvi) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times Excess Cash Flow Prepayment Percentage of the Excess Cash Flow, if any, for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar.

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 20222014), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year fiscal year are required to be delivered pursuant to Section 8.1(a6.1(a) and Section 8.2(a6.2(a), the Borrowers Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times of Excess Cash Flow Flow, if any, for such Fiscal Year minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans Loan during such Fiscal Year, in each case case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDANet Income; provided, that, so long as provided that no Event of Default has occurred and is continuing or would result therefrom, no such prepayments Excess Cash Flow mandatory prepayment shall be required unless Excess Cash Flow for any Fiscal Year during which any Permitted Acquisition (or a number of Permitted Acquisitions completed within such year equals or exceeds Fiscal Year) with aggregate cash consideration in excess of $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar150,000,000 was consummated.

Excess Cash Flow. After the end of each Fiscal Year No later than ten (commencing with the Fiscal Year ending December 31, 2022), within five (510) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the audited financial statements and the related Officer’s Compliance Certificate for such Fiscal Year with respect to any Excess Cash Flow Period are required to be delivered pursuant to Section 8.1(a5.01(a), Borrower shall make prepayments of Term Loans in accordance with Sections 2.10(h) and Section 8.2(a), the Borrowers shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi) below in an aggregate principal amount equal to (Ax) the applicable ECF Percentage for such Fiscal Year times following percentage of Excess Cash Flow for such Fiscal Year Excess Cash Flow Period based on the Secured Net Leverage Ratio for the Test Period ending on the last day of such Excess Cash Flow Period minus (y) without duplication of any kind, all voluntary prepayments made during such fiscal year (or, at the option of Borrower, after such fiscal year but prior to the date the mandatory prepayment required by this Section 2.10(f) is to be made but without duplication of any amount reducing any prepayment requirement to be made pursuant to this Section 2.10(f) with respect to any subsequent period) to the extent funded with Internally Generated Funds and applied by Borrower to (A) Term Loans (including purchases of the Term Loans by any Company at or below par (to the extent a pro rata offer was made to all Term Lenders), in which case the amount of voluntary prepayments of Term Loans shall be deemed not to exceed the actual cash purchase price of such Term Loans below par) or (B) Senior Priority Obligations (but, in the aggregate amount case of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely any revolving loans, only to the extent accompanied by a concurrent and concomitant permanent optional reductions in reduction of the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans during such Fiscal Yearrelated revolving commitments), in each case to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; as applicable: provided, that, so long as that no Event of Default has occurred and is continuing or would result therefrom, no such prepayments prepayment shall be required under this Section 2.10(f) unless Excess Cash Flow for the amount thereof (after giving effect to the foregoing clause (y)) would equal or exceed $15,000,000 (and, in such year equals or exceeds case, only such amount in excess of $5,000,000, at which point the Borrowers 15,000,000 shall cause be required to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollarprepaid).

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within No later than five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year with respect to each fiscal year of Holdings ending on or after December 31, 2015 in which an Excess Cash Flow Period occurs are or are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a5.01(a), the Borrowers shall shall, to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,000,000, make mandatory principal prepayments of the Loans in the manner set forth in clause accordance with Section 2.10(h) and (vi) below in an aggregate amount equal to (A) the applicable Applicable ECF Percentage for such Fiscal Year times of Excess Cash Flow for such Fiscal Year the Excess Cash Flow Period then ended minus (B) at the option of the Borrower Agent, the aggregate principal amount of (ix) all optional prepayments any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (in the case of any prepayment of Revolving Credit Loans during such Fiscal Year (solely and/or Incremental Revolving Loans, to the extent accompanied by a corresponding permanent optional reductions reduction in the Revolving Credit Commitmentrelevant commitment) during the applicable Excess Cash Flow Period and (iiy) all optional prepayments the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement during the applicable Excess Cash Flow Period, and in the case of all such Fiscal Yearprepayments, in each case to the extent that such prepayments are were not funded financed with the incurrence proceeds of any Indebtedness, any other Indebtedness or an Equity Issuance, any casualty proceeds, any condemnation proceeds Issuance or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow capital contribution used for such year equals purpose of Holdings or exceeds $5,000,000its Restricted Subsidiaries (such payment, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar“ECF Payment Amount”).

Excess Cash Flow. After the end of each Fiscal Year fiscal year (commencing with the Fiscal Year fiscal year ending December 3126, 20222015 (and, for such initial fiscal year, calculated solely for the portion thereof beginning on March 29, 2015 and ending on December 26, 2015)), within five (5) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year fiscal year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year fiscal year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), if the Borrowers Consolidated Leverage Ratio as of the end of each fiscal year is greater than 3.50 to 1.00, the Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vvi) below in an amount equal to fifty percent (A50%) the applicable ECF Percentage of Excess Cash Flow, if any, for such Fiscal Year times Excess Cash Flow for such Fiscal Year fiscal year (or portion thereof); minus (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year fiscal year (or portion thereof) (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) and (ii) all optional prepayments of any Term Loans Loan during such Fiscal Yearfiscal year (or portion thereof), in each case case, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDA; provided, that, so long as no Event of Default has occurred and is continuing or would result therefrom, no such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000, at which point the Borrowers shall cause to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of Excess Cash Flow as set forth herein from the first dollar.