Common use of Excess Cash Flow Clause in Contracts

Excess Cash Flow. Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered), the Borrower shall offer to prepay, subject to clauses (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2013) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Senior Secured First-Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the ECF Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 3.5:1.0.

Excess Cash Flow. Within ten five (105) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Calculation Certificate has been delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered), the Borrower shall offer to prepay, subject to clauses clause (vi) and (viib)(vi) of this Section 2.05(b)2.05, an aggregate principal amount of Term Loans (on a pro rata basis based on the Dollar Amount thereof) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31September 30, 20132008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessIndebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Senior Secured First-Lien Net Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Calculation Certificate delivered pursuant to Section 6.02(a) was less than 4.0:1.0 and greater than or equal to 3.5:1.0 3.0 to 1.0 and greater than 2.5 to 1.0 and (y) the ECF Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the fiscal year covered by such financial statements as set forth in the Calculation Certificate delivered pursuant to Section 6.02(a) was less than 3.5:1.0or equal to 2.5 to 1.0.

Excess Cash Flow. Within ten (10) Business Days after financial statements have been (or were required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or was required to be) delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered), the Borrower shall offer to prepayshall, subject to clauses (vi) and (vii) of this Section 2.05(b2.05(c), prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described adjusted pursuant to the final proviso below, the “ECF Percentage”) of Excess Cash Flow, if any, Flow for the fiscal year covered by such financial statements (commencing with the fiscal year ended on or around December 31, 2013) 2018 minus (B) the sum aggregate amount of (i) all voluntary principal prepayments of Term the Loans during such fiscal year and pursuant to Section 2.05(a)(i) (ii) all voluntary except prepayments of Revolving Credit Loans during such fiscal year to the extent unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Commitments are permanently reduced Facility), minus (C) the aggregate discounted amount actually paid in cash by the amount Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iv) and all open market repurchases of such payments, Term Loans pursuant to Section 10.07(i) (in the case of each of the immediately preceding clauses (iB) and (iiC), to the extent such payments and/or prepayments are not funded made prior to the date of such Excess Cash Flow payment (but without including in clauses (B) and (C) any amount included therein in any prior period) except to the extent financed with the proceeds of Indebtednesslong-term indebtedness) minus (D) $5,000,000; provided that (x) the ECF Percentage such amount shall not be less than zero; provided, further, that such percentage shall be reduced to 25% if the Senior Secured First-Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the ECF Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for as of the last day of such fiscal year covered by such financial statements was less not greater than 3.5:1.05.75:1.00 or 5.25:1.00, respectively.

Excess Cash Flow. Within ten (10) five Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a5.1(c) and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered5.1(a), the Borrower shall offer to prepayshall, subject to clauses clause (vi) and (viib)(v) of this Section 2.05(b)2.3, prepay an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year Fiscal Year covered by such financial statements (commencing with the fiscal year ended Fiscal Year ending December 31, 20132016) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.3(a)(i) and Section 11.1(h) (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) (ii) all voluntary prepayments of Revolving loans under the ABL Credit Loans Agreement or any other revolving credit facilities during such fiscal year Fiscal Year to the extent accompanied by a corresponding permanent reduction in the Revolving commitments under the ABL Credit Commitments are permanently reduced by the amount of such payments, Agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Cash Flow; provided provided, further, that (x) the ECF Percentage shall be 25% if the Senior Consolidated Secured First-Lien Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than 4.0:1.0 or equal to 3.00:1.00 and greater than or equal to 3.5:1.0 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Senior Consolidated Secured First-Lien Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than 3.5:1.0or equal to 2.50:1.00.

Excess Cash Flow. Within ten (10) five Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a5.1(c) and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered5.1(a), the Borrower shall offer to prepayshall, subject to clauses clause (vi) and (viib)(v) of this Section 2.05(b)2.3, prepay an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year Fiscal Year covered by such financial statements (commencing with the fiscal year ended Fiscal Year ending December 31, 20132016) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.3(a)(i) and Section 11.1(h) (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) (ii) all voluntary prepayments of Revolving loans under the ABL Credit Loans Agreement or any other revolving credit facilities during such fiscal year Fiscal Year to the extent accompanied by a corresponding permanent reduction in the Revolving commitments under the Credit Commitments are permanently reduced by the amount of such payments, Agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Cash Flow; provided provided, further, that (x) the ECF Percentage shall be 25% if the Senior Consolidated Secured First-Lien Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than 4.0:1.0 or equal to 3.00:1.00 and greater than or equal to 3.5:1.0 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Senior Consolidated Secured First-Lien Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than 3.5:1.0or equal to 2.50:1.00.

Excess Cash Flow. Within ten (10) five Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a5.01(a) and the related Compliance Certificate certificate of a Financial Officer has been or is required to be delivered pursuant to Section 6.02(a) (or, if later, after the date on which such financial statements and Compliance Certificate are required to be delivered5.01(c), the Borrower shall offer to prepay, subject to clauses (vi) and (vii) of this Section 2.05(b), prepay an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31ending on or about November 30, 20132018) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.11(a)(i) and Section 9.04(e) (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) and (ii) all voluntary prepayments of loans under the Revolving Credit Loans Agreement or any other revolving credit facilities during such fiscal year to the extent accompanied by a corresponding permanent reduction in the commitments under the Revolving Credit Commitments are permanently reduced by the amount of such paymentsAgreement or any other revolving credit facilities, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of IndebtednessInternally Generated Cash Flow; provided provided, that (x) the ECF Percentage shall be 25% if the Senior Secured First-Lien Net Leverage Ratio of the Borrower for the fiscal year covered by such financial statements was less than 4.0:1.0 or equal to 4.25:1.00 and greater than or equal to 3.5:1.0 3.75:1.00 and (y) the ECF Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio of Borrower for the fiscal year covered by such financial statements was less than 3.5:1.0or equal to 3.75:1.00.