Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0.

Excess Cash Flow. No In the event that there shall be Excess Cash Flow for any fiscal year (commencing with the fiscal year ending December 31, 2017 for the portion of such fiscal year occurring after the Closing Date), Borrower shall, no later than 105 one hundred days after the end of each Excess Cash Flow Periodsuch fiscal year, prepay the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) Term Loans in an aggregate amount equal to the amount by which (Ai) the Excess Cash Flow Percentage (defined below) 75% of such Excess Cash Flow for such Excess Cash Flow Period exceeds minus (Bii) voluntary repayments of the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (butexcluding, in for the case avoidance of Revolving Credit Loansdoubt, only to repayments of Loans made with the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment cash proceeds of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be madePermitted Refinancing Indebtedness); provided, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratiothat if, as of the last day of the most recently ended fiscal year, 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 year) shall be (1) less than 2.50:1.00 and greater than or equal to 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 Periodminus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, is for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness) and (2) less than or equal 1.50:1.00, Borrower shall not be required to 3.0:1.0make the prepayments otherwise required hereby.

Excess Cash Flow. No later than 105 days 10 Business Days after the end of each date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow PeriodPeriod occurs are or are required to be delivered pursuant to Section 5.01(a) (without giving effect to any grace period applicable thereto), the Co-Borrowers Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to the amount by which (Ai) (x) 75% of Excess Cash Flow for the Excess Cash Flow Percentage (defined below) Period then ended if the Total Leverage Ratio at the end of such period is greater than or equal to 4.50:1.00, (y) 50% of Excess Cash Flow for such the Excess Cash Flow Period exceeds then ended if the Total Leverage Ratio at the end of such period is less than 4.50:1.00 but greater than 3.50:1.00 and (Bz) 25% of Excess Cash Flow for the aggregate amount Excess Cash Flow Period then ended if the Total Leverage Ratio at the end of all such period is less than or equal to 3.50:1.00, less (ii) any voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and Period, other than in each case voluntary prepayments funded with the proceeds of Revolving Credit Loans made with Internally Generated Cash Flow during Indebtedness; provided, however, that no such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans prepayment shall be required under this Section 2.10(f) if to the extent (ibut only to the extent) on such payment would cause the date such prepayment is required aggregate amount of cash and Cash Equivalents of the Borrower and its Subsidiaries and amounts then available to be made, no Event of Default has occurred and is continuing and drawn by the Borrower or its Subsidiaries under revolving credit lines (iiincluding amounts then available to be drawn pursuant to any Incremental Revolving Commitments) to be less than $20,000,000 at the Senior Secured Net Leverage Ratio, as of the last day time of such Excess Cash Flow Period, is less than or equal to 3.0:1.0payment.

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%; provided, however, that if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing, and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 1.75 to 1.0 but greater than 1.50 to 1.0, then such percentage shall be 25%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.01.50:1.0.

Excess Cash Flow. No later than 105 days five Business Days after the end of each date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow PeriodPeriod occurs are or are required to be delivered pursuant to Section 6.1(a), the Co-Borrowers Administrative Borrower shall make prepayments of Term Loans in accordance with Sections 2.10(g2.8(h) and (hi) in an aggregate amount equal to the amount by which (Ai) 75% of Excess Cash Flow for the Excess Cash Flow Percentage Period then ended, minus (defined belowii) any voluntary prepayments of Term Loans and any voluntary prepayments of Second Lien Loans, other than in each case voluntary prepayments funded directly or indirectly with the proceeds of Indebtedness, minus (iii) the difference, if positive, of the amount of Revolving Loans and Swing Loans outstanding at the end of the prior Excess Cash Flow Period (or the beginning of the Excess Cash Flow Period in the case of the first Excess Cash Flow Period) over the amount of Revolving Loans and Swing Loans outstanding at the end of such Excess Cash Flow for Period, minus (iv) any prepayments of Revolving Loans from such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans required to be made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction terms of the Revolving Loan Commitments Credit Agreement as in an equal amount effect on the Effective Date; provided that the percentage in this clause (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans g) shall be required under this Section 2.10(f) reduced to 50% if (i) on the date such prepayment is required to Total Leverage Ratio shall not exceed 1.50:1.00 and the Interest Coverage Ratio shall not be madeless than 1.75:1.00, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, in each case as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0fiscal year.

Excess Cash Flow. No later than 105 days five Business Days after the end date on which the financial statements with respect to each fiscal year of each Excess Cash Flow PeriodHoldings are or are required to be delivered pursuant to Section 5.01(a) (without giving effect to any grace period applicable thereto), commencing with the Co-fiscal year ending December 31, 2015, Borrowers shall make or cause to be made prepayments of Term Loans in accordance with Sections 2.10(g2.11(l) and (hm) in an aggregate amount equal to the amount by which (A) 50.0% of Excess Cash Flow for the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all then last ended, less any voluntary prepayments of Term Loans made pursuant to Section 2.10(a2.11(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (butincluding, in each case, the case aggregate amount of all optional repayments of Revolving Credit Loans, only Loans pursuant to the extent Section 2.11(a) made during such prepayments Excess Cash Flow Period that are accompanied by a simultaneous an equivalent permanent reduction of in the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)Commitments). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(fNotwithstanding the foregoing, (x) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Total Secured Net Leverage Ratio, Ratio as of the last day of such Excess Cash Flow Period, fiscal year is less than or equal 2.50 to 3.0:1.01.00, then no payment under this Section 2.11(k) shall be required for such fiscal year and (y) for the avoidance of doubt, no prepayment under this Section 2.11(k) shall be required for the fiscal year ending December 31, 2016.

Excess Cash Flow. No later than 105 the earlier of (i) 90 days after the end of each Excess Cash Flow PeriodPeriod and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), the Co-Borrowers U.S. Borrower shall make prepayments in accordance with Sections 2.10(g2.10(h) and (hi) in an aggregate amount equal to the amount by which excess of (Ax) 50% of Excess Cash Flow for the Excess Cash Flow Percentage Period then ended less (defined belowy) any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period; provided that only 25% of Excess Cash Flow for the Excess Cash Flow Period then ended need be applied pursuant to this Section 2.10(g) if the First Lien Leverage Ratio is less than 1.5:1.0 as of the end of such Excess Cash Flow Period; provided that U.S. Borrower shall not be required to make prepayments pursuant to this clause (g) until the aggregate Excess Cash Flow for such Excess Cash Flow Period exceeds is at least $20.0 million (B) such lesser amount the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such “ECF Carryforward Amount”); provided further that the ECF Carryforward Amount shall be included in the Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, amount in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such next Excess Cash Flow Period, is less than or equal to 3.0:1.0.

Excess Cash Flow. No later than 105 days fifteen Business Days after the end of each date on which the financial statements with respect to the fiscal year in which such Excess Cash Flow PeriodPeriod occurs are required to be delivered pursuant to SECTION 5.01(a), the Co-Borrowers Borrower shall make prepayments in accordance with Sections 2.10(gSECTIONS 2.10(h) and (hi) in an aggregate principal amount equal to the amount by which (A) 75% of Excess Cash Flow for the Excess Cash Flow Percentage (defined belowPeriod then ended, less any voluntary prepayments of Tranche B Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans is simultaneously repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period; PROVIDED that during any period during which the Total Leverage Ratio shall be 3.50:1.00 or less, Borrower shall only be required to make the prepayments required by this SECTION 2.10(g) in an aggregate principal amount equal to 50% of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all Period, less any voluntary prepayments of Term Tranche B Loans made pursuant and any permanent voluntary reductions to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of the Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only Commitments to the extent such prepayments are accompanied by a simultaneous permanent reduction that an equal amount of the Revolving Loan Commitments Loans is simultaneously repaid, in an equal amount (and excluding any each case so long as such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be madeamounts are not already reflected in Debt Service, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of during such Excess Cash Flow Period, is less than or equal to 3.0:1.0and, PROVIDED FURTHER, that upon repayment in full of all Term Borrowings, no further prepayments under this SECTION 2.10(g) shall be required.

Excess Cash Flow. No later than 105 days five Business Days after the end of each date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow PeriodPeriod occurs are or are required to be delivered pursuant to Section 6.1(a), the Co-Borrowers Administrative Borrower shall make prepayments of Loans (without reducing Revolving Credit Commitments) in accordance with Sections 2.10(g2.8(d) and (he) in an aggregate amount equal to the amount by which (Ai) 75% of Excess Cash Flow for the Excess Cash Flow Percentage Period then ended, minus (defined belowii) any voluntary prepayments of First Lien Term Loans and any voluntary prepayments of Second Lien Loans, other than in each case voluntary prepayments funded directly or indirectly with the proceeds of Indebtedness, minus (iii) the difference, if positive, of the amount of Revolving Loans and Swing Loans outstanding at the end of the prior Excess Cash Flow Period (or the beginning of the Excess Cash Flow Period in the case of the first Excess Cash Flow Period) over the amount of Revolving Loans and Swing Loans outstanding at the end of such Excess Cash Flow for such Excess Cash Flow Period exceeds Period; provided that the percentage in this clause (Bc) shall be reduced to 50% if the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period Total Leverage Ratio shall not exceed 1.50:1.00 and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (butthe Interest Coverage Ratio shall not be less than 1.75:1.00, in the each case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0fiscal year.

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0.. (g)

Excess Cash Flow. No later than 105 days after the end of On each Excess Cash Flow PeriodPayment Date, the Co-Borrowers Borrower shall make prepayments deliver to Agent a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for the respective Excess Cash Flow Payment Period in accordance with Sections 2.10(gthe form of Exhibit 1.8(e) and (h) in 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 aggregate amount equal to the amount by which remainder (if positive) of (A) the Applicable Excess Cash Flow Prepayment Percentage (defined below) of such the Excess Cash Flow for such Excess Cash Flow Payment Period exceeds minus (B) the aggregate amount of all voluntary prepayments principal repayments of Term Loans made as a voluntary prepayment pursuant to Section 2.10(a1.7 with internally generated funds (but excluding, for the avoidance of doubt, any Term Loans repaid pursuant to Section 1.14) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, but in the case of a voluntary prepayment of Revolving Credit Loans or Swing Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Aggregate Revolving Loan Commitments Commitment in an amount equal amount (and excluding any to such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(fprepayment) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of during such Excess Cash Flow Period, is less than or equal Payment Period for application to 3.0:1.0the Loans in accordance with subsection 1.8(f).

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under 139 1060441.101066947.03-CHISR01A - MSW this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0.

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan LoanCredit Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0.

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.0.

Excess Cash Flow. No later than 105 90 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g2.05(h) and (hi) in an aggregate amount equal to the amount by which (A) 50% of Excess Cash Flow for the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all then ended less any voluntary prepayments of Term Loans made pursuant and any permanent voluntary reductions to Section 2.10(a) with Internally Generated Cash Flow the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (butPeriod; provided that, in the case of Revolving Credit Loans, only to event the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Total Leverage Ratio, Ratio as of the last day of such fiscal year is less than 3.00 to 1.00, the Borrowers shall only be required to make such prepayments in an aggregate amount equal to 25% of Excess Cash Flow for the Excess Cash Flow Period then ended less any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period; provided, further, that in the event the Total Leverage Ratio as of the last day of such fiscal year is less than or equal 2.00 to 3.0:1.01.00, the Borrowers shall not be required to make any such prepayments pursuant to this Section 2.05(g).

Excess Cash Flow. No later than 105 90 days after the end of each Excess Cash Flow Period, the Co-Borrowers shall make prepayments in accordance with Sections 2.10(g2.05(h) and (hi) in an aggregate amount equal to the amount by which (A) 50% of Excess Cash Flow for the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all then ended less, any voluntary prepayments of Term Loans made pursuant and any permanent voluntary reductions to Section 2.10(a) with Internally Generated Cash Flow the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (butPeriod; provided that, in the case of Revolving Credit Loans, only to event the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Total Leverage Ratio, Ratio as of the last day of such fiscal year is less than 3.00 to 1.00, the Borrowers shall only be required to make such prepayments in an aggregate amount equal to 25% of Excess Cash Flow for the Excess Cash Flow Period then ended less, any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period; provided, further, that in the event the Total Leverage Ratio as of the last day of such fiscal year is less than or equal 2.00 to 3.0:1.01.00, the Borrowers shall not be required to make any such prepayments pursuant to this Section 2.05(f).

Excess Cash Flow. No later than 105 days after the end of each Excess Cash Flow Period, the Co-Borrowers Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (B) the aggregate amount of all voluntary prepayments of Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of such Excess Cash Flow Period, is less than or equal to 3.0:1.02.50:1.0.

Excess Cash Flow. No later than 105 Beginning with the Excess Cash Flow Period ending June 30, 2013 and each Excess Cash Flow Period thereafter, within sixty (60) days after the end of each Excess Cash Flow Period, if the Co-Borrowers Borrower’s Total Leverage Ratio as of the end of such Excess Cash Flow Period is (A) greater than or equal to 2.50 to 1.0, the Borrower shall make prepayments in accordance with Sections 2.10(g) and (h) prepay the Loans in an aggregate amount equal to 75% of the amount by which (A) the Excess Cash Flow Percentage (defined below) of such Excess Cash Flow for such Excess Cash Flow Period exceeds (Bsuch prepayments to be applied as set forth in clause (vii) the aggregate amount of all below) minus voluntary prepayments of the Term Loans made pursuant to Section 2.10(a) with Internally Generated Cash Flow during such Excess Cash Flow Period and voluntary prepayments of Revolving Credit Loans made with Internally Generated Cash Flow Loan during such Excess Cash Flow Period (but, in the case of Revolving Credit Loans, only to the extent such prepayments are accompanied by a simultaneous permanent reduction of the Revolving Loan Commitments in an equal amount (and excluding any such reduction voluntary prepayment used to the extent relating to the entering into of a replacement Revolving Credit Agreement)). “Excess Cash Flow Percentage” shall mean 50%. No payment of any Loans shall be required under this Section 2.10(f) if (i) on the date such prepayment is required to be made, no Event of Default has occurred and is continuing and (ii) the Senior Secured Net Leverage Ratio, as of the last day of make Scheduled Funded Debt Payments in such Excess Cash Flow Period), is (B) less than 2.50 to 1.0 but greater than or equal to 3.0:1.02.0 to 1.0, the Borrower shall prepay the Loans in an aggregate amount equal to 50% of the Excess Cash Flow for such Excess Cash Flow Period (such prepayments to be applied as set forth in clause (vii) below) minus voluntary prepayments of the Term Loan during such Excess Cash Flow Period (excluding any voluntary prepayment used to make Scheduled Funded Debt Payments in such Excess Cash Flow Period) and (C) less than 2.0 to 1.0, then no annual Excess Cash Flow prepayment shall be required.