Common use of Term Loan Prepayments Clause in Contracts

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within five Business Days after the occurrence of such Prepayment Event, offer to prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. For avoidance of doubt, no prepayment shall be required pursuant to this Section 5.2(a)(i) for any Prepayment Events that have occurred prior to the Closing Date. (ii) Not later than the date that is six months after the last day of any fiscal year (commencing with the fiscal year ending December 31, 2011), if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is greater than or equal to 1.50 to 1.00, the Borrower shall offer to prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (w) 50% of Excess Cash Flow for such fiscal year, minus (x) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14), minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year and minus (z) an amount equal to $10,000,000 for such fiscal year; provided that the percentage under sub-clause (w) above will be reduced to 25% or 0% if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is (x) greater than 1.25:1.00 but less than 1.50:1.00 or (y) less than or equal to 1.25:1.00, respectively.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of such any other Prepayment Event, offer to prepay, in accordance with paragraph paragraphs (c) and (d) below, the a principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. For avoidance of doubt, no prepayment shall be required pursuant to this Section 5.2(a)(i) for any Prepayment Events that have occurred prior to the Closing Date. (ii) Not later than the date that is six months ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 20112006), if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is greater than or equal to 1.50 to 1.00, the Borrower shall offer to prepay, in accordance with paragraph paragraphs (c) and (d) below, the a principal of Term Loans in an amount equal to (wx) 50% of Excess Cash Flow for such fiscal year, minus year (xprovided such percentage shall be reduced to (i) the amount 25% of any such Excess Cash Flow that the Borrower has, after the end of for such fiscal year and so long as immediately prior to such dateprepayment, reinvested in but without giving effect to such prepayment, the business Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the Borrower or any most recent Test Period ended prior to such prepayment date is no greater than 5.00:1.00 and (ii) 0% of its Subsidiaries (subject Excess Cash Flow for such fiscal year so long as immediately prior to Section 9.14)such prepayment, but without giving effect to such prepayment, the Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended prior to such prepayment date is no greater than 4.00:1.00, minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year and minus (z) an amount equal to $10,000,000 for such fiscal year; provided that , other than the percentage under sub-clause (w) above will be reduced to 25% or 0% if Original Term Loans prepaid on the Senior Secured Debt to Consolidated EBITDA Ratio as Effective Date with the proceeds of the end of such fiscal year is (x) greater than 1.25:1.00 but less than 1.50:1.00 or (y) less than or equal to 1.25:1.00, respectivelyTranche D Term Loans.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within five Business Days after the occurrence of such Prepayment Event, offer to prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. For avoidance of doubt, no prepayment shall be required pursuant to this Section 5.2(a)(i) for any Prepayment Events that have occurred prior to the Closing DateDate in the case of Tranche B Term Loans and prior to the First Amendment Effective Date in the case of Tranche A Term Loans. (ii) Not later than the date that is six months after the last day of any fiscal year (commencing with the fiscal year ending December 31, 2011), if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is greater than or equal to 1.50 to 1.00, the Borrower shall offer to prepay, in accordance with paragraph (c) below, the principal of Term Loans in an amount equal to (w) 50% of Excess Cash Flow for such fiscal year, minus (x) the amount of any such Excess Cash Flow that the Borrower has, after the end of such fiscal year and prior to such date, reinvested in the business of the Borrower or any of its Subsidiaries (subject to Section 9.14), minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year and minus (z) an amount equal to $10,000,000 for such fiscal year; provided that the percentage under sub-clause (w) above will be reduced to 25% or 0% if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is (x) greater than 1.25:1.00 but less than 1.50:1.00 or (y) less than or equal to 1.25:1.00, respectively.

Term Loan Prepayments. (i) On each occasion that a Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of such any other Prepayment Event, offer to prepay, in accordance with paragraph paragraphs (c) and (d) below, the a principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. For avoidance of doubt, no prepayment shall be required pursuant to this Section 5.2(a)(i) for any Prepayment Events that have occurred prior to the Closing Date. (ii) Not later than the date that is six months ninety days after the last day of any fiscal year (commencing with the fiscal year ending December 31, 20112006), if the Senior Secured Debt to Consolidated EBITDA Ratio as of the end of such fiscal year is greater than or equal to 1.50 to 1.00, the Borrower shall offer to prepay, in accordance with paragraph paragraphs (c) and (d) below, the a principal of Term Loans in an amount equal to (wx) 50% of Excess Cash Flow for such fiscal year, minus year (xprovided such percentage shall be reduced to (i) the amount 25% of any such Excess Cash Flow that the Borrower has, after the end of for such fiscal year and so long as immediately prior to such dateprepayment, reinvested in but without giving effect to such prepayment, the business Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the Borrower or any most recent Test Period ended prior to such prepayment date is no greater than 5.00:1.00 and (ii) 0% of its Subsidiaries (subject Excess Cash Flow for such fiscal year so long as immediately prior to Section 9.14)such prepayment, but without giving effect to such prepayment, the Borrower’s ratio of Consolidated Total Debt on such prepayment date to Consolidated EBITDA for the most recent Test Period ended prior to such prepayment date is no greater than 4.00:1.00, minus (y) the principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 during such fiscal year and minus (z) an amount equal to $10,000,000 for such fiscal year; provided that , other than the percentage under sub-clause (w) above will be reduced to 25% or 0% if Original Term Loans prepaid on the Senior Secured Debt to Consolidated EBITDA Ratio as Effective Date with the proceeds of the end of such fiscal year is (x) greater than 1.25:1.00 but less than 1.50:1.00 or (y) less than or equal to 1.25:1.00, respectivelyTranche C Term Loans.