Common use of Prepayments from Consolidated Excess Cash Flow Clause in Contracts

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2008), Company shall, no later than 90 days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during any period in which the Consolidated Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(iv) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than or equal to 3.00:1.00, Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which the Consolidated Leverage Ratio shall be less than 3.00:1.00, Company shall no longer be required to make the prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Loans made pursuant to subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce the amount of Loans required to be repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of Loans made pursuant to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year).

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2008), Company shall, no later than 90 105 days after the end of such Fiscal Year, prepay the Loans at par in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during for any period Fiscal Year in which the Consolidated Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate for such Fiscal Year delivered pursuant to subsection 6.1(iv) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than or equal to 3.00:1.003.25:1.00, Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which the Consolidated Leverage Ratio shall be less than 3.00:1.003.25:1.00, Company shall no longer be required to make the prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Loans made pursuant to this subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce the amount of Loans required to be repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of Loans made pursuant to this subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year).

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2008ending December 31, 2010), Company shall, no later than 90 days after the end of date on which Company has delivered or is required to deliver audited financial statements with respect to such Fiscal YearYear pursuant to Section 6.1(ii), prepay the its outstanding Term Loans in an aggregate amount equal to (I) 50% of such Consolidated Excess Cash Flow; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during any period in which the Consolidated Leverage Ratio that (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(ivx) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than or equal to 3.00:1.00, Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which if the Consolidated Leverage Ratio shall be less than 3.00:1.003.25:1.00 but equal to or greater than 2.75:1.00 as of the last day of any such Fiscal Year, Company then the percentage referred to above shall no longer be reduced to 25% and (y) if the Consolidated Leverage Ratio shall be less than 2.75:1.00 as of the last day of any such Fiscal Year, then the percentage referred to above shall be reduced to 0%; minus (II) voluntary prepayments of Term Loans made during such Fiscal Year or in the subsequent Fiscal Year prior to the date of any required prepayment pursuant to make the prepayments otherwise required by this subsection 2.4B(iii)(dSection 2.4B(iii)(c). Notwithstanding the foregoing, the provided that if an amount of Loans required to be repaid is deducted pursuant to this clause (dII) for in any Fiscal Year shall the same amount may not be reduced on a dollar for dollar basis by deducted in the amount subsequent Fiscal Year. The portion of optional prepayments Consolidated Excess Cash Flow in respect of Loans made pursuant to subsection 2.4B during such any Fiscal Year (or, without duplication of any amount which would reduce the amount of Loans not required to be repaid applied to prepay the Term Loans pursuant to this Section 2.4B(iii)(c) minus any amount deducted pursuant to clause (dII) for the next Fiscal Yearabove, any prepayments of Loans made pursuant shall be deemed to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year)be “Retained Excess Cash Flow”.

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2008)month, the Company shall, no later than 90 25 days after the end of such Fiscal Yearmonth, prepay the Loans in an aggregate amount equal to 50% of distribute such Consolidated Excess Cash Flow; provided that, so Flow as follows: (i) So long as no Event of Default or Potential Event of Default has occurred or Event of Default shall have occurred and be continuingwill occur after giving effect to such payment, during any period in which the then Consolidated Leverage Ratio (determined Excess Cash Flow for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(iv) calculating the Consolidated Leverage Ratio) month shall be less than 4.50:1.00 but greater than or equal distributed by the Company as follows: (I) First, if the repayments under Section 2.4A shall not have been made in full as scheduled, then all such Consolidated Excess Cash Flow shall be used to 3.00:1.00, Company shall only be required to make repay the prepayments otherwise required hereby Obligations in an amount equal to 25the aggregate amount of all such scheduled repayments which have not been so made until such time as the Company shall have repaid all amounts then due under Section 2.4A in accordance with the schedule set forth therein. (II) Second, the excess (if any) up to the next $52,500 may be retained or used by the Company (provided that no more than $25,000 per month may be used to repay the Zaucxx Xxxigations); (III) Third, the excess (if any) shall be split 50% to repay the Obligations and 50% to the Company (provided the Company agrees it shall not use any of such 50% to pay or repay any of the Zaucxx Xxxigations). (ii) In all other cases (including without limitation, if an Event of Default or a Potential Event of Default has occurred or would otherwise result), then 100% of such Consolidated Excess Cash Flow, and during any period in which the Consolidated Leverage Ratio Flow for all periods shall be less than 3.00:1.00, Company shall no longer be required to make the prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for any Fiscal Year shall be reduced on a dollar for dollar basis applied by the amount of optional prepayments of Loans made pursuant Company to subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce prepay the amount of Loans required to be repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of Loans made pursuant to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year)Obligations.

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20082014; provided however that for Fiscal Year 2014, Consolidated Excess Cash Flow shall be reduced on a pro rata basis based on the number of days elapsed in such year prior to the Closing Date), Company shall, no later than 90 105 days after the end of such Fiscal Year, prepay the Loans at par in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during that for any period Fiscal Year in which the Consolidated Net Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate for such Fiscal Year delivered pursuant to subsection 6.1(iv) calculating the Consolidated Net Leverage Ratio) shall be less than 4.50:1.00 2.00:1.00 but greater than or equal to 3.00:1.001.00:1.00, Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which 509265-1822-13506-Active.15159325.22 the Consolidated Net Leverage Ratio shall be less than 3.00:1.001.00:1.00, Company shall no longer be required to make the prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Term Loans made pursuant to this subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce the amount of Loans required to be repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of Loans made pursuant to this subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year), to the extent any such prepayment is not funded with the proceeds of Credit Agreement Refinancing Indebtedness or any other refinancing Indebtedness.

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2008ending December 31, 2004), the Company shall, no later than 90 one hundred twenty (120) days after the end of such Fiscal Year, prepay the Term Loans in an aggregate amount equal to 50% of such Consolidated Excess Cash FlowFlow for such Fiscal Year, to the extent it is not required to apply such 50% of Consolidated Excess Cash Flow to prepay obligations under the First Lien Credit Agreement; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuingprovided, during any period in which the Consolidated Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(iv6.1(iii) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than 4.0:1.0 or equal to 3.00:1.00less, the Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which to the extent it is not required to apply such 25% of Consolidated Leverage Ratio shall be less than 3.00:1.00Excess Cash Flow to prepay obligations under the First Lien Credit Agreement. Notwithstanding the foregoing provisions of this subsection 2.4B(iii), the Company shall no longer only be required to make prepay Term Loans hereunder to the extent the aggregate amount of mandatory prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for any Fiscal Year shall be reduced on a dollar for dollar basis by the amount of optional prepayments of Loans made pursuant to the provisions of this subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce 2.4B(iii) exceeds $15,000,000 in the amount of Loans required to be repaid pursuant to this clause (d) for aggregate since the next Fiscal Year, any prepayments of Loans made pursuant to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year)Closing Date.

Prepayments from Consolidated Excess Cash Flow. In the ---------------------------------------------- event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 20081998), Company shall, no later than 90 days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 75% (or, if the Leverage Ratio is not more than 4.0 to 1.0 on the last day of any such Fiscal Year, 50% %) of such Consolidated Excess Cash Flow; provided that. If Company is required to apply any portion of Consolidated Excess Cash Flow to prepay Indebtedness under the Revolving Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during any period then notwithstanding anything contained in which the Consolidated Leverage Ratio (determined for any such period by reference this Agreement to the most recent Compliance Certificate delivered pursuant contrary (but subject to subsection 6.1(iv2.4B(iii)(c) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than or equal to 3.00:1.00hereof), Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% apply such portion of such Consolidated Excess Cash FlowFlow first, to the prepayment ----- of the Tranche A Term Loans to the full extent thereof, and during second, to ------ the Loans pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments in accordance with the provisions of the Revolving Credit Agreement, in each case so as to eliminate or minimize any period in which the Consolidated Leverage Ratio shall be less than 3.00:1.00, Company shall no longer be required obligation to make the prepayments otherwise required by this subsection 2.4B(iii)(d). Notwithstanding the foregoing, the amount of Loans required to be repaid pursuant to this clause (d) for prepay any Fiscal Year shall be reduced on a dollar for dollar basis such Indebtedness evidenced by the amount of optional prepayments of Loans made pursuant to subsection 2.4B during such Fiscal Year (or, without duplication of any amount which would reduce Senior Subordinated Notes or the amount of Loans required to be repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of Loans made pursuant to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year)Discount Notes.

Prepayments from Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year 2008ending December 31, 2013; provided that for the Fiscal Year ending December 31, 2013, Consolidated Excess Cash Flow shall be measured for the period from July 1, 2013 to the end of such Fiscal Year), Company shall, no later than 90 days after the end of date on which Company has delivered or is required to deliver audited financial statements with respect to such Fiscal YearYear pursuant to Section 6.1(ii), prepay the its outstanding Term Loans in an aggregate amount equal to (I) 50% of such Consolidated Excess Cash Flow; provided that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, during any period in which the Consolidated Leverage Ratio that (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(ivx) calculating the Consolidated Leverage Ratio) shall be less than 4.50:1.00 but greater than or equal to 3.00:1.00, Company shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and during any period in which if the Consolidated Leverage Ratio shall be equal to or less than 3.00:1.003.00:1.00 but greater than 2.50:1.00 as of the last day of any such Fiscal Year, Company then the percentage referred to above shall no longer be reduced to 25% and (y) if the Consolidated Leverage Ratio shall be equal to or less than 2.50:1.00 as of the last day of any such Fiscal Year, then the percentage referred to above shall be reduced to 0%; minus (II) voluntary prepayments of Term Loans made during such Fiscal Year or in the subsequent Fiscal Year prior to the date of any required prepayment pursuant to make the prepayments otherwise required by this subsection 2.4B(iii)(dSection 2.4B(iii)(c). Notwithstanding the foregoing, the provided that if an amount of Loans required to be repaid is deducted pursuant to this clause (dII) for in any Fiscal Year shall the same amount may not be reduced on a dollar for dollar basis by deducted in the amount subsequent Fiscal Year. The portion of optional prepayments Consolidated Excess Cash Flow in respect of Loans made pursuant to subsection 2.4B during such any Fiscal Year (or, without duplication of any amount which would reduce the amount of Loans not required to be repaid applied to prepay the Term Loans pursuant to this Section 2.4B(iii)(c) minus any amount deducted pursuant to clause (dII) for the next Fiscal Yearabove, any prepayments of Loans made pursuant shall be deemed to subsection 2.4B following the last day of such Fiscal Year and prior to that date of required prepayment pursuant to this clause (d) for such Fiscal Year)be “Retained Excess Cash Flow”.