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 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 (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 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 Following the end of each Fiscal Year (fiscal year of the Borrower, commencing with the Fiscal Year fiscal year ending December 31, 2022, the Borrower shall prepay the outstanding principal amount of the Term Loans in an aggregate amount equal to the Required Excess Cash Flow Percentage for such fiscal year, multiplied by Excess Cash Flow for such fiscal year if positive; provided that such amount shall be reduced, on a dollar-for-dollar basis, at the option of the Borrower, by the aggregate amount of any voluntary prepayments of (A) Initial Term Loans, Incremental Term Facilities, Incremental Equivalent Debt and/or Other Term Loans (in each case, including prepayments at a discount to par, with credit given for the actual amount of such prepayment made in cash) and/or (B) Revolving Loans, Revolving Facility Increases and/or Other Revolving Loans (in each case under this clause (B), within five (5) Business Days after solely to the earlier to occur of (x) the actual delivery extent any such prepayment is accompanied by a permanent reduction of the financial statements commitments thereunder), in each case, to the extent pari passu in right of payment with, and related Officer’s Compliance Certificate for secured by a Lien on the Collateral that is pari passu with the Lien securing, the Initial Term Loans, to the extent made during such Fiscal Year and (y) fiscal year or on or prior to the date on which the prepayment pursuant to this paragraph is required to be made for such fiscal year (and without duplication of such amounts reducing the prepayment hereunder for any subsequent fiscal year), but excluding any such prepayment, assignment or purchase that is financed with the proceeds of Long-Term Funded Debt; provided further that, to the extent that the aggregate amount of deductions pursuant to the immediately preceding proviso exceeds the amount of the prepayment that is otherwise required to be made under this Section 2.7(b)(v) for any fiscal year, the prepayment required under this Section 2.7(b)(v) for any subsequent fiscal year shall be reduced by such excess amount; provided further that a prepayment of the Term Loans shall only be required under this Section 2.7(b)(v) if the amount of such prepayment for any fiscal year exceeds $7.5 million (and, in such case, only the amount by which such prepayment amount for such fiscal year exceeds $7.5 million shall be required to be prepaid hereunder). Any prepayment pursuant to this Section 2.7(b)(v) shall be made on or before the date that is ten Business Days after the date on which audited 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), 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 dollarhereunder.

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 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 (commencing Commencing with the Fiscal Year fiscal year ending December 31, 2022)2014, within five no later than ten (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 Borrower’s annual audited 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(a7.01(a), (i) to the Borrowers shall make mandatory principal prepayments extent that the Consolidated Leverage Ratio of the Loans in Borrower and its Subsidiaries (including the manner set forth in clause (vmembers of the MPT Group) below as of the last day of such fiscal year is greater than or equal to 3.00:1.00, the Borrower shall prepay the Obligations in an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times 50% of Excess Cash Flow for such Fiscal Year minus fiscal year less (B) the aggregate amount of (i) all optional prepayments of Revolving Credit the Term Loans actually made during such Fiscal Year (solely fiscal year or optional prepayments of the Revolving Loans to the extent accompanied by of a corresponding permanent optional reductions in the Revolving Credit Commitment) commitment reduction during such fiscal year, and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case to the extent that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries (including the members of the MPT Group) as of the last day of such prepayments are not funded with fiscal year is less than 3.00:1.00, the incurrence Borrower shall prepay the Obligations in an amount equal to (A) 25% 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 fiscal year equals less (B) optional prepayments of the Term Loans actually made during such fiscal year or exceeds $5,000,000, at which point optional prepayments of the Borrowers shall cause to be prepaid an aggregate principal amount of Revolving Loans equal to the applicable percentage extent of a corresponding permanent commitment reduction during such fiscal year. Any such prepayment shall be applied in accordance with subsection (ix) of this Section. Any such prepayment shall be accompanied by a certificate signed by the Borrower’s chief financial officer certifying in reasonable detail the manner in which Excess Cash Flow as set forth herein from and the first dollarresulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent.

Excess Cash Flow. After the end of each Fiscal Year fiscal year (commencing with the Fiscal Year fiscal year ending December 31, 20222023), 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)5.1, the Borrowers shall make mandatory principal prepayments of offer pursuant to clause (viii) below to prepay the Loans in the manner set forth in clause accordance with clauses (vvi) through (x) below in an aggregate amount equal to the amount exceeding $5,000,000 of (A) the applicable ECF Applicable Cash Percentage for such Fiscal Year times of Excess Cash Flow Flow, if any, for the fiscal year covered by such Fiscal Year financial statements minus (B) at the Borrowers’ option, the aggregate amount of (i) all optional prepayments voluntary prepayments, repurchases or redemptions of Revolving Credit Loans made during such Fiscal Year fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (solely provided that any prepayments at a discount to par offered to all Lenders shall be credited to the extent accompanied by permanent optional reductions of the actual purchase price paid in the Revolving Credit Commitmentcash pursuant thereto) and (ii) all optional prepayments of any Term Loans during such Fiscal Yearexcluding prepayments, in each case repurchases or redemptions to the extent that such prepayments are not funded with the incurrence proceeds of long-term Funded Indebtedness), without duplication of any Indebtedness, deduction from Excess Cash Flow in any Equity Issuance, any casualty proceeds, any condemnation proceeds or any other proceeds that would not be included in Consolidated EBITDAprior period; provided, thatthat for the purpose of this Section 2.4(b)(v), so long as no Event the Secured Net Leverage Ratio in respect of Default has occurred and is continuing or would result therefrom, no such prepayments the Applicable Cash Percentage shall be required unless Excess Cash Flow for calculated giving pro forma effect to any cash prepayment, repurchase or redemption described in clause (B) above in connection with 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 dollarfiscal year.

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 with respect to each fiscal year in which the related Officer’s Compliance Certificate for such Fiscal Year last day of an Excess Cash Flow Period occurs are or are required to be delivered pursuant to Section 8.1(a5.04(a) and Section 8.2(a(without giving effect to any grace period applicable thereto), the Borrowers Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause accordance with Sections 2.10(g) and (vh) 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 minus (B) the aggregate amount of Excess Cash Flow Period then most recently ended; provided that so long as (i) all optional prepayments no Default or Event of Revolving Credit Loans during such Fiscal Year (solely to the extent accompanied by permanent optional reductions in the Revolving Credit Commitment) Default shall then exist or would arise therefrom and (ii) all optional prepayments the First Lien Net Leverage Ratio as of any Term the last day of such Excess Cash Flow Period is not greater than 4.25:1.00, up to 50% of such Excess Cash Flow that would have been required to be applied to prepay the Loans during shall not be required to be so applied on such Fiscal Year, in each case date to the extent that on or prior to such prepayments are not funded with date, the incurrence Borrower shall have delivered an officer’s certificate 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 a Financial Officer to the applicable percentage Administrative Agent stating that the Borrower and/or its Restricted Subsidiaries reasonably intend to reinvest such amount of Excess Cash Flow as (without duplication to any amounts specified for such Excess Cash Flow Period pursuant to clause (b)(x) of the definition of Excess Cash Flow), within 12 months following the last day of the most recently ended Excess Cash Flow Period, in Capital Expenditures permitted hereunder or Investments permitted to be made under Section 6.03 in Restricted Subsidiaries for purposes of the making of Capital Expenditures (which officer’s certificate shall set forth herein from in reasonable detail the first dollarestimates of the excess cash flow intended to be reinvested).

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 are required to be have been delivered pursuant to Section 8.1(a6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 8.2(a6.01(d), commencing with the Borrowers fiscal year ending on or about December 31, 2019, the 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 (A) 50% (as may be adjusted pursuant to the applicable ECF Percentage for such Fiscal Year times proviso below) of Excess Cash Flow for the Excess Cash Flow Period covered by such Fiscal Year financial statements minus (B) the aggregate amount of voluntary principal prepayments, open market repurchases and loan repurchases of Term Loans, Junior Lien Notes and ABL Loans (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely but only to the extent accompanied by a corresponding permanent optional reductions reduction in the Revolving Credit Commitmentrevolving credit commitments) and (ii) all optional prepayments of any Term Loans during such Fiscal Year, in each case case, to the extent that of the actual cash purchase price paid and not the par value) minus (C) $2,500,000 (in the case of clause (B), to the extent such payments and/or 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 made during such prepayments shall be required unless Excess Cash Flow for such year equals or exceeds $5,000,000Period or, at which point the Borrowers shall cause to be prepaid an aggregate principal amount option of Loans equal to the applicable percentage of Borrower, following such Excess Cash Flow Period and prior to the date of such Excess Cash Flow payment (it being agreed that, if the Borrower elects to deduct any such post-year end payments, such amounts shall not be deducted with respect to any subsequent fiscal year) and to the extent financed with the proceeds of long-term Indebtedness (excluding any revolving facility)); provided that such percentage shall be reduced to 25% or 0% if the First Lien Net Leverage Ratio as set forth herein from of the first dollarlast day of the prior fiscal year was less than 3.00:1.00 or 2.50:1.00, respectively.

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 Within ninety days after the end of each Fiscal Year of the Company (such date the “Excess Cash Flow Payment Date”) 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)2017, the Borrowers Company shall make mandatory principal prepayments of prepay the Loans in the manner set forth in clause (v) below Term B-2 Loan as hereafter provided in an aggregate amount equal to (Ax) fifty percent (50%) of Excess Cash Flow (if the applicable ECF Percentage for Leverage Ratio as of the end of such Fiscal Year times is equal to or greater than 4.00 to 1.0), (y) twenty-five percent (25%) of Excess Cash Flow for (if the Leverage Ratio as of the end of such Fiscal Year minus is less than 4.00 to 1.0 but equal to or greater than 3.50 to 1.0), or (Bz) zero percent (0%) of Excess Cash Flow (if the Leverage Ratio as of the end of such Fiscal Year is less than 3.50 to 1.0); provided, that if such Excess Cash Flow is from any Foreign Subsidiary, then the mandatory prepayment required by this Section 2.05(b)(iv) shall be limited to the amount of such prepayment that (x) is not prohibited by applicable law; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation or (y) could not reasonably be expected to result in adverse Tax consequences to the Company as determined by the Company in good faith in consultation with the Administrative Agent; provided that the Company and its Subsidiaries shall take commercially reasonable actions under applicable local law to permit such repatriation; provided, further, that the amount required to be prepaid pursuant to this Section 2.05(b)(iv) for any Fiscal Year shall be reduced by, without duplication, (1) the aggregate amount of any Loans prepaid pursuant to Section 2.05(a) or 2.06(a) (i) all optional including any prepayments of Revolving Credit Loans Loans, to the extent the corresponding Revolving Commitments have been permanently reduced pursuant to Section 2.06(a) and to the extent not funded with proceeds from the incurrence of long- term indebtedness) during such Fiscal Year or, at the option of the Company (solely without counting such amounts against the subsequent Fiscal Year’s Excess Cash Flow calculation) after the end of such Fiscal Year and prior to such Excess Cash Flow Payment Date and (2) the aggregate amount of any Permitted Incremental Equivalent Debt with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations voluntarily prepaid or repaid (in the case of any “excess cash flow” or similar required prepayments) (including any prepayments of revolving loans constituting Permitted Incremental Equivalent Debt (to the extent accompanied such Permitted Incremental Equivalent Debt is secured by permanent optional reductions in a first priority lien on the Revolving Credit CommitmentCollateral), to the extent the corresponding revolving commitments with respect thereto have been permanently reduced and to the extent not funded with proceeds from the incurrence of long-term indebtedness) and (ii) all optional prepayments of any Term Loans during such Fiscal Year or, at the option of the Company (without counting such amounts against the subsequent 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 ’s Excess Cash Flow for calculation) after the end of such year equals or exceeds $5,000,000, at which point the Borrowers shall cause Fiscal Year and prior to be prepaid an aggregate principal amount of Loans equal to the applicable percentage of such Excess Cash Flow as set forth herein from Payment Date (or, in the first dollarcase of any “excess cash flow” or similar required prepayment, on such Excess Cash Flow Payment Date).

Excess Cash Flow. After On or prior to April 15, 2005 and on or prior to each April 15th thereafter during the end term of each Fiscal Year this Agreement, the Loans shall be repaid in an amount equal to, in the aggregate, fifty percent (commencing with the Fiscal Year ending December 31, 2022), within five (550%) Business Days after the earlier to occur of (x) the actual delivery of the financial statements and related Officer’s Compliance Certificate Excess Cash Flow for such Fiscal Year and (y) the date fiscal year ended on which the financial statements and immediately preceding December 31st; provided, however, that the related Officer’s Compliance Certificate for such Fiscal Year are amount required to be delivered pursuant paid from Excess Cash Flow hereunder shall be reduced by an amount equal to Section 8.1(a) and Section 8.2(a), the Borrowers shall make mandatory principal any voluntary prepayments of the Loans in during the manner set forth in clause (v) below in preceding calendar year that the Borrowers designate as an amount equal to (A) the applicable ECF Percentage for such Fiscal Year times “Excess Cash Flow for such Fiscal Year minus Prepayment” (B) the aggregate amount of (i) all optional prepayments of Revolving Credit Loans during such Fiscal Year (solely which prepayment shall be applied to the extent accompanied Loans as though it were a repayment under this Section 2.7(b)(iv)); and provided further, however, that in no event shall a prepayment from any proceeds of the sale or issuance of debt instruments (by permanent optional reductions in any Borrower, the Revolving Credit CommitmentParent or any Restricted Subsidiary), the sale or issuance of Capital Stock (by any Borrower, the Parent or any Restricted Subsidiary) and (ii) all optional prepayments or the proceeds 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 asset disposition 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 deemed an Excess Cash Flow for such year equals or exceeds $5,000,000, at which point Prepayment. The amount of the Borrowers shall cause Excess Cash Flow required to be prepaid an aggregate repaid under this Section 2.7(b)(iv) shall be applied to the Loans then outstanding on a pro rata basis. Accrued interest on the principal amount of the Loans equal being repaid pursuant to this Section 2.7(b)(iv) to the applicable percentage date of Excess Cash Flow as set forth herein from such repayment will be paid by the first dollarBorrowers concurrently with such principal repayment. All repayments under this Section 2.7(b)(iv) of each of the Term Loan A Loans and the Term Loan B Loans shall be applied to the repayments for such Loans in Section 2.7(b)(i) hereof in inverse order of maturity.”

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 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 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.

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.