Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. With respect to each fiscal year, commencing with the fiscal year ending December 31, 2014, on or prior to April 15 of the following year (commencing with April 15, 2015), the Loans shall be repaid in an amount equal to the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), (2) the cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 20142017 for the portion of such fiscal year occurring after the Closing Date), on or prior Borrower shall, no later than one hundred thirty (130) days after the end of such fiscal year, prepay the Term Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following year Loans made with Internally Generated Cash (commencing excluding, for the avoidance of doubt, repayments of Loans made with April 15the cash proceeds of any Permitted Refinancing Indebtedness); provided, 2015)that if, as of the last day of the most recently ended fiscal year, the Loans Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(a) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than 2.50:1.00 and greater than or equal to 1.25:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount Loans made with Internally Generated Cash (excluding, for such fiscal year less (1the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), and (2) less than 1.25:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid with respect equal to all Term Loans prepaid during (i) 25% of such fiscal year pursuant to Section 2.17 and Section 11.5(g), Excess Cash Flow minus (3ii) any optional prepayments voluntary repayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction with Internally Generated Cash (excluding, for the avoidance of the Initial Revolving Loan Commitmentsdoubt, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent repayments of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not Loans made with the cash proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline LoanPermitted Refinancing Indebtedness), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:.”

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 201420182019), on or prior Borrower shall, no later than one hundred days after the end of such fiscal year, prepay the Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following Term Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Sections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal year (commencing with April 15the payment due one hundred days after December 31, 201520182019), the Loans Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(b) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than or equal to 2.00:1.00 and greater than 1.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.6(aSections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; (2) less than or equal to 1.50:1.00 and greater than 1.00:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid with respect equal to all (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.17 Sections 2.19 and Section 11.5(g2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; and (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral less than or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof)equal to 1.00:1.00, in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would Borrower shall not be included in calculating Operating Cash Flow for such fiscal year). For required to make the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:prepayments otherwise required hereby.

Excess Cash Flow. With respect to No later than 10 Business Days after the delivery of the audited consolidated financial statements of Borrower and its Subsidiaries for each fiscal year, commencing with of the fiscal year years ending December 31, 20142016 and December 31, on or prior 2017 pursuant to April 15 of the following year (commencing with April 15, 2015Section 6.01(a), the Borrower shall make prepayments of Term Loans shall be repaid in accordance with Section 2.05(h) and 2.05(i) and in an aggregate amount equal to (i) 50% of Excess Cash Flow for the ECF Prepayment Amount for such fiscal year less Excess Cash Flow Period then ended minus (ii) (1) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), [reserved] and (2) the cash aggregate principal amount paid with respect to of all voluntary prepayments of the Term Loans prepaid during such fiscal year made pursuant to Section 2.17 2.05(a)(i) and Section 11.5(g)2.18 (in an amount, (3) any optional in the case of prepayments pursuant to Section 2.18, equal to the discounted amount actually paid in respect of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than the principal amount of such Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of that such reductionTerm Loans have been cancelled), as applicable (in each the case of such each of the preceding clauses (1) through and (42), made during such Excess Cash Flow Period (without duplication of any prepayments in such Excess Cash Flow Period that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(g) abovefor any prior Excess Cash Flow Period) or at the election of the Borrower, only on or before the date such prepayment is due pursuant to this clause (g) and to the extent such prepayments are not made financed with the proceeds of Indebtedness (other than the Revolving Loans) of the Borrower or any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year)of its Restricted Subsidiaries. For the purposes avoidance of doubt, the obligations of the Borrower under this clause (iv), “ECF Prepayment Amount” Section 2.05(g) shall mean:terminate for any fiscal period or fiscal year subsequent to fiscal year 2017.

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 20142018), on or prior Borrower shall, no later than one hundred days after the end of such fiscal year, prepay the Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following Term Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Sections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal year (commencing with April 15the payment due one hundred days after December 31, 20152018), the Loans Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(b) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than or equal to 2.00:1.00 and greater than 1.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.6(aSections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; (2) less than or equal to 1.50:1.00 and greater than 1.00:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid with respect equal to all (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.17 Sections 2.19 and Section 11.5(g2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; and (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral less than or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof)equal to 1.00:1.00, in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would Borrower shall not be included in calculating Operating Cash Flow for such fiscal year). For required to make the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:prepayments otherwise required hereby.

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 20142017 for the portion of such fiscal year occurring after the Closing Date), on or prior Borrower shall, no later than one hundred days after the end of such fiscal year, prepay the Term Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Sections 2.19 and 2.20 and (y) repayments of Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal year (commencing with April 15the payment due one hundred days after December 31, 20152018), the Loans Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(b) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than or equal to 2.00:1.00 and greater than 1.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount Loans made with Internally Generated Cash (excluding, for such fiscal year less the avoidance of doubt, (1x) the aggregate amount repurchases of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(aSections 2.19 and 2.20 and (y) repayments of Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; (2) less than or equal to 1.50:1.00 and greater than 1.00:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with respect to all Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans prepaid during such fiscal year pursuant to Section 2.17 Sections 2.19 and Section 11.5(g2.20 and (y) repayments of Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; and (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral less than or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof)equal to 1.00:1.00, in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would Borrower shall not be included in calculating Operating Cash Flow for such fiscal year). For required to make the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:prepayments otherwise required hereby.

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, quarter (commencing with the fiscal year quarter ending December March 31, 2014, on or prior to April 15 of the following year (commencing with April 15, 20152019), the Borrowers shall, no later than seventy (70) days after the end of such fiscal quarter (or one hundred thirty (130) days in the case of the last fiscal quarter of any fiscal year), prepay the Term Loans in an aggregate amount equal to (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made during such fiscal quarter with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal quarter, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(a) calculating the Total Leverage Ratio as of the last day of such fiscal quarter) shall be repaid (1) less than 2.25:1.00 and greater than or equal to 1.00:1.00, the Borrowers shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), (2) the cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction quarter with Internally Generated Cash (excluding, for the avoidance of the Initial Revolving Loan Commitmentsdoubt, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent repayments of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not Loans made with the cash proceeds of Indebtedness any Permitted Refinancing Indebtedness) and (other 2) less than any Indebtedness incurred pursuant 1.00:1.00, the Borrowers shall only be required to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included make the prepayments otherwise required hereby in calculating Operating an amount equal to (i) 25% of such Excess Cash Flow for minus (ii) voluntary repayments of the Loans made during such fiscal yearquarter with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:.

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 20142017 for the portion of such fiscal year occurring after the Closing Date2018), on or prior Borrower shall, no later than one hundred days after the end of such fiscal year, prepay the Term Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following Term Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Sections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal year (commencing with April 15the payment due one hundred days after December 31, 20152018), the Loans Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(b) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than or equal to 2.00:1.00 and greater than 1.50:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.6(aSections 2.19 and 2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; (2) less than or equal to 1.50:1.00 and greater than 1.00:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid with respect equal to all (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Term Loans prepaid during such fiscal year made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Section 2.17 Sections 2.19 and Section 11.5(g2.20 and (y) repayments of Term Loans made with the Cash proceeds of any Permitted Refinancing Indebtedness), ; and (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral less than or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof)equal to 1.00:1.00, in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would Borrower shall not be included in calculating Operating Cash Flow for such fiscal year). For required to make the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:prepayments otherwise required hereby.

Excess Cash Flow. With respect On each Excess Cash Flow Payment Date, the Borrower shall deliver to each fiscal year, commencing with the fiscal year ending December 31, 2014, on or prior to April 15 Agent a written calculation of Excess Cash Flow of the following year Credit Parties and their Subsidiaries for the respective Excess Cash Flow Payment Period in the form of Exhibit 1.7(d) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Borrower and concurrently therewith shall deliver to Agent, for distribution to the Lenders, an amount equal to the remainder (commencing if positive) of (A) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for such Excess Cash Flow Payment Period minus (B) the sum of (I) the aggregate amount of principal repayments of Term Loans made as a voluntary prepayment pursuant to Section 1.6 with April 15internally generated funds (but excluding, 2015)for the avoidance of doubt, any Term Loans repaid pursuant to Section 1.12) during such Excess Cash Flow Payment Period and (II) the aggregate amount of principal repayments of First Lien Loans shall be made as a voluntary prepayment pursuant to the First Lien Credit Agreement with internally generated funds (but excluding, for the avoidance of doubt, any First Lien Term Loans repaid pursuant to Section 1.14 (or any comparable Section) of the First Lien Credit Agreement) (but in the case of a voluntary prepayment of First Lien Revolving Loans, only to the extent accompanied by a permanent reduction of the First Lien Revolving Credit Facility in an amount equal to such prepayment) during such Excess Cash Flow Payment Period for application to the ECF Prepayment Amount for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(ain accordance with subsection 1.7(e), (2) the cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:.

Excess Cash Flow. With respect Five (5) days after receipt by Lender of Borrower’s internally prepared quarterly financial statements pursuant to each fiscal yearSection 9(c)(ii) hereof, commencing with the calendar quarter ended September 30, 2005, Borrower shall make a mandatory prepayment of the Term Loan in an amount equal to fifty percent (50%) of Borrower’s “Excess Cash Flow” (as described below) for the calendar quarter just ended, such prepayment to be applied against the remaining installments of principal in the inverse order of their maturities, such mandatory prepayments to continue until the date on which the Term Loan shall be repaid in full. In addition, within ten (10) days after receipt of Borrower’s Fiscal Year-end audited financial statements for each Fiscal Year of Borrower, or required by Section 9(c)(iii) hereof, commencing with Borrower’s fiscal year ending December 31, 20142005, on or prior to April 15 Borrower shall make a mandatory prepayment of the following year (commencing with April 15Term Loan in any amount necessary to satisfy any discrepancy between the actual Excess Cash Flow payments received on a quarterly basis for such Fiscal Year, 2015), and the Loans shall be repaid in an amount equal required herein as calculated pursuant to the ECF Prepayment Amount audited financial statements for such fiscal year less (1) the aggregate amount Fiscal Year. For purposes hereof, “Excess Cash Flow” shall mean for each of all Term Loans prepaid Borrower’s Fiscal Years, Borrower’s EBITDA for such period, minus Borrower’s cash taxes paid during such fiscal year pursuant to Section 2.6(a)period, (2) the cash amount paid minus actual principal and interest payments made with respect to all Term Loans prepaid Borrowed Money during such fiscal year pursuant to Section 2.17 period, minus Borrower’s legal, consulting and Section 11.5(g)accounting expenses in connection with Permitted Acquisitions, if any, for such period (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, permitted by Lender and only to the extent not made with previously deducted from net income in the proceeds calculation of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline LoanEBITDA), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for minus all unfinanced Capital Expenditures by Borrower during such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:period.

Excess Cash Flow. With respect to For each fiscal year, year (commencing with the fiscal year ending December 31, 20142021), not later than five (5) Business Days after the date on or prior which the financial statements of Borrower referred to April 15 in Section 9.04(b) for such fiscal year are required to be delivered to Administrative Agent, Borrower shall prepay, in accordance with subsection (b) below, the principal amount of the following year (commencing with April 15, 2015), the Term Loans shall be repaid in an amount equal to (x) the Applicable ECF Prepayment Amount Percentage of Excess Cash Flow for such fiscal year less year, minus (1y) the aggregate principal amount of all (i) Term Loans voluntarily prepaid pursuant to Sections 2.09, 2.11, 13.04(b), 13.05(d) (limited to the amount of cash actually paid) and 13.05(e) during such fiscal year (or, at Borrower’s election, after such fiscal year and prior to the date the applicable Excess Cash Flow prepayment is due (without duplication of amounts deducted from Excess Cash Flow in any other period)) plus (ii) Revolving Loans voluntarily prepaid pursuant to Section 2.6(aSections 2.09, 2.11, 13.04(b), 13.04(h), 13.05(d) (2limited to the amount of cash actually paid) and 13.05(e) to the cash amount paid with respect to all Term Loans prepaid extent accompanied by an equivalent permanent reduction of the Total Revolving Commitments during such fiscal year pursuant (or, at Borrower’s election, after such fiscal year and prior to Section 2.17 and Section 11.5(gthe date the applicable Excess Cash Flow prepayment is due (without duplication of amounts deducted from Excess Cash Flow in any other period)), plus (3iii) any optional prepayments Other First Lien Indebtedness voluntarily prepaid (and, to the extent consisting of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not loans, so long as accompanied by a permanent reduction of the underlying commitments) during such fiscal year (or, at Borrower’s election, after such period and prior to the date the applicable Excess Cash Flow prepayment is due (without duplication of amounts deducted from Excess Cash Flow in the commitment thereofany other period)), in each case case, except to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made financed with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale revolving Indebtedness) of Borrower or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:its Restricted Subsidiaries.

Excess Cash Flow. With respect to each fiscal year, (i) In the event that there shall be Excess Cash Flow for any Fiscal Year (commencing with the fiscal year Fiscal Year ending December 31, 20142007; provided that for the Fiscal Year ending December 31, on or prior 2007 only, the calculation of Excess Cash Flow under this Section 2.14(d)(i) shall include only the third and fourth fiscal quarters of 2007), Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to April 15 (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the following year Loans (commencing excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with April 15such repayments); provided, 2015)that if, as of the last day of the most recently ended Fiscal Year, the Loans Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.2(a) calculating the Leverage Ratio as of the last day of such Fiscal Year) shall be repaid 1.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount for Loans (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such fiscal year less repayments). (1ii) Notwithstanding the foregoing, in the event that Borrower is subject to a criminal indictment or any criminal investigation and subject to receipt of approval of the applicable Governmental Authority, the Borrower shall make a payment with respect to the Credit-Linked Letter of Credit in accordance with Section 2.1(c) or prepay the Term Loans, as applicable, in an aggregate amount equal to (i) 100% of all Term Loans prepaid during the Excess Cash Flow of the Borrower’s Subsidiaries minus (ii) each state’s minimum required balance of capital; provided, that if, as of the last day of the most recently ended Fiscal Year, the Leverage Ratio (determined for any such fiscal year period by reference to the Compliance Certificate delivered pursuant to Section 2.6(a), (25.2(a) calculating the cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction Leverage Ratio as of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent last day of such reduction)Fiscal Year) shall be 1.50:1.00 or less, as applicable (Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in each case an amount equal to 75% of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Excess Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:Flow.

Excess Cash Flow. With respect to each fiscal year, commencing with the fiscal year ending December 31, 2014, on or prior to April 15 Within twelve (12) Business Days of the following year date of delivery of the audited financial statements pursuant to Section 5.1(a) (commencing with April 15or, 2015if not delivered, the date on which such audited financial statements were required to have been delivered pursuant to Section 5.1(a)), the Borrower shall prepay Loans shall be repaid in an aggregate amount equal to Excess Cash Flow for such Fiscal Year multiplied by the ECF Prepayment Amount Percentage(s) applicable to such Excess Cash Flow for such fiscal year less (1) Fiscal Year; provided that such amount shall be reduced by the aggregate amount of: (i) voluntary prepayments of all principal of Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), Fiscal Year and (2ii) the Capital Expenditures made in cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant period to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt the extent in accordance with the CapEx Budget (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made Capital Expenditures that were financed with the proceeds of Indebtedness or issuances of Capital Stock of Borrower); provided, further, that such amount shall be subject to further reduction €as necessary to ensure that, (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included i) in calculating Operating Cash Flow for such fiscal year). For the purposes case of the first occurrence of a prepayment required under this clause (ive) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year, immediately after giving effect to such payment the aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is not less than Thirty Million Dollars ($30,000,000), “ECF Prepayment Amount” (ii) in the case of the second occurrence of a prepayment required under this clause (e) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year, immediately after giving effect to such payment the aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is not less than Forty Million Dollars ($40,000,000) and (iii) in the case of the each subsequent occurrence of a prepayment required under this clause (e) due to Excess Cash Flow exceeding zero Dollars ($0) for such Fiscal Year, immediately after giving effect to such payment the aggregate amount of Cash and Cash Equivalents held by Borrower and its Subsidiaries is not less than Fifty Million Dollars ($50,000,000). Borrower shall mean:include reasonably detailed calculations of Excess Cash Flow and the prepayment amount (including any component thereof) in the Compliance Certificate required to be delivered with such financial statements and otherwise in accordance with clause (f) below. If such audited financials are not available or not delivered as required, Agent may elect to calculate Excess Cash Flow with reference to the December 31 quarterly financials or monthly financials, as determined by Agent in its sole discretion.

Excess Cash Flow. With respect to each fiscal year, commencing with the fiscal year ending December 31, 2014, on or prior to April 15 of the following year (commencing with April 15, 2015), the Loans shall be repaid in an amount equal to (x) with respect to the Term F Loan, the ECF Prepayment Amount – TLF for such fiscal year less (1) the aggregate amount of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(a), (2) the cash amount paid with respect to all Term Loans prepaid during such fiscal year pursuant to Section 2.17 and Section 11.5(g), (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof), in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would not be included in calculating Operating Cash Flow for such fiscal year). For the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:and (y) with respect to all other Loans, the ECF Prepayment Amount – Other Loans for such fiscal year. All such payments of principal of the Term Loans shall be applied to reduce the next four scheduled principal installments of such Term Loans in direct order of maturity, then to the remaining scheduled principal installments on a pro rata basis (other than the payment of principal due on the Maturity Date of the applicable Term Loan) and then to the payment of principal due on the Maturity Date of the applicable Term Loan).

Excess Cash Flow. With respect to each In the event that there shall be Excess Cash Flow for any fiscal year, year (commencing with the fiscal year ending December 31, 20142017 but solely for the portion of such fiscal year occurring after the Closing Date), on or prior Borrower shall, no later than 95 days after the end of such fiscal year, prepay the Loans in an aggregate amount equal to April 15 (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the following Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, (x) repurchases of Term Loans pursuant to Sections 2.19 and 2.20 and (y) repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most recently ended fiscal year (commencing with April 15the payment due 95 days after December 31, 20152018), the Loans Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(a) calculating the Secured Leverage Ratio as of the last day of such fiscal year) shall be repaid (1) less than or equal to 4.00:1.00 and greater than 3.00:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the ECF Prepayment Amount Loans made with Internally Generated Cash (excluding, for such fiscal year less the avoidance of doubt, (1x) the aggregate amount repurchases of all Term Loans prepaid during such fiscal year pursuant to Section 2.6(aSections 2.19 and 2.20 and (y) repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness), ; (2) less than or equal to 3.00:1.00 and greater than 1.75:1.00, Borrower shall only be required to make the cash prepayments otherwise required hereby in an amount paid equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with respect to all Internally Generated Cash (excluding, for the avoidance of doubt, repurchases of Term Loans prepaid during such fiscal year pursuant to Section 2.17 Sections 2.19 and Section 11.5(g2.20), ; and (3) any optional prepayments of any New Securities that are secured by a pari passu Lien on any Collateral less than or Permitted Pari Passu Secured Refinancing Debt (other than Term Loans or revolving Indebtedness not accompanied by a permanent reduction in the commitment thereof)equal to 1.75:1.00, in each case to the extent not otherwise prohibited under this Agreement or the other Loan Documents and (4) without duplication of clause (3) above, any prepayments of Initial Revolving Loans or Additional Revolving Loans or Other Revolving Loans made during such fiscal year which result in a permanent reduction of the Initial Revolving Loan Commitments, Additional Revolving Loan Commitments or Other Revolving Loan Commitments (or any portion thereof, but only to the extent of such reduction), as applicable (in each case of such clauses (1) through (4) above, only to the extent not made with the proceeds of Indebtedness (other than any Indebtedness incurred pursuant to any Initial Revolving Loan, Additional Revolving Loan, Other Revolving Loan and/or Swingline Loan), any Equity Issuance, Asset Sale or other proceeds that would Borrower shall not be included in calculating Operating Cash Flow for such fiscal year). For required to make the purposes of this clause (iv), “ECF Prepayment Amount” shall mean:prepayments otherwise required hereby.