HAD NOT REDUCED EXCESS CASH FLOW UPON
THE ACCRUAL THEREOF IN A PRIOR APPLICABLE PERIOD), OR AN ACCRUAL FOR A CASH
PAYMENT, BY THE BORROWERS AND THEIR SUBSIDIARIES OR DID NOT REPRESENT CASH
RECEIVED BY THE BORROWERS AND THEIR
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SUBSIDIARIES, IN EACH CASE ON A CONSOLIDATED BASIS DURING SUCH APPLICABLE
PERIOD,
plus, without duplication,
(A)
AN AMOUNT EQUAL TO ANY DECREASE IN WORKING CAPITAL FOR SUCH
APPLICABLE PERIOD,
(B)
ALL AMOUNTS REFERRED TO IN CLAUSES (B), (C) AND (D) ABOVE TO THE
EXTENT FUNDED WITH THE PROCEEDS OF THE ISSUANCE OR THE INCURRENCE OF
INDEBTEDNESS (INCLUDING CAPITAL LEASE OBLIGATIONS AND PURCHASE MONEY
INDEBTEDNESS, BUT EXCLUDING, SOLELY AS RELATING TO CAPITAL EXPENDITURES,
PROCEEDS OF REVOLVING FACILITY LOANS), THE SALE OR ISSUANCE OF ANY EQUITY
INTERESTS (INCLUDING ANY CAPITAL CONTRIBUTIONS) AND ANY LOSS, DAMAGE,
DESTRUCTION OR CONDEMNATION OF, OR ANY SALE, TRANSFER OR OTHER DISPOSITION
(INCLUDING ANY SALE AND LEASEBACK OF ASSETS AND ANY MORTGAGE OR LEASE OF REAL
PROPERTY) TO ANY PERSON OF ANY ASSET OR ASSETS, IN EACH CASE TO THE EXTENT THERE
IS A CORRESPONDING DEDUCTION FROM EXCESS CASH FLOW ABOVE,
(C)
TO THE EXTENT ANY PERMITTED CAPITAL EXPENDITURES REFERRED TO IN
CLAUSE (D) ABOVE AND THE DELIVERY OF THE RELATED EQUIPMENT DO NOT OCCUR IN THE
FOLLOWING APPLICABLE PERIOD OF THE BORROWERS SPECIFIED IN THE CERTIFICATE OF THE
BORROWERS PROVIDED PURSUANT TO CLAUSE (D) ABOVE, THE AMOUNT OF SUCH CAPITAL
EXPENDITURES THAT WERE NOT SO MADE IN SUCH FOLLOWING APPLICABLE PERIOD,
(D)
CASH PAYMENTS RECEIVED IN RESPECT OF SWAP AGREEMENTS DURING SUCH
APPLICABLE PERIOD TO THE EXTENT (I) NOT INCLUDED IN THE COMPUTATION OF EBITDA OR
(II) SUCH PAYMENTS DO NOT REDUCE CASH INTEREST EXPENSE,
(E)
ANY EXTRAORDINARY OR NONRECURRING GAIN REALIZED IN CASH DURING
SUCH APPLICABLE PERIOD (EXCEPT TO THE EXTENT SUCH GAIN CONSISTS OF NET PROCEEDS
SUBJECT TO SECTION 2.11(B)),
(F)
TO THE EXTENT DEDUCTED IN THE COMPUTATION OF EBITDA, CASH
INTEREST INCOME, AND
(G)
THE AMOUNT RELATED TO ITEMS THAT WERE DEDUCTED FROM OR NOT ADDED
TO NET INCOME IN CONNECTION WITH CALCULATING CONSOLIDATED NET INCOME OR WERE
DEDUCTED FROM OR NOT ADDED TO CONSOLIDATED NET INCOME IN CALCULATING EBITDA TO
THE EXTENT EITHER (I) SUCH ITEMS REPRESENTED CASH RECEIVED BY THE BORROWERS OR
ANY SUBSIDIARY OR (II) SUCH ITEMS DO NOT REPRESENT CASH PAID BY THE BORROWERS OR
ANY SUBSIDIARY, IN EACH CASE ON A CONSOLIDATED BASIS DURING SUCH APPLICABLE
PERIOD.
"Excess Cash Flow Interim Period" shall mean, (x) during any Excess Cash Flow
Period, any one-, two-, or three-quarter period (a) commencing on the later of
(i) the end of the immediately preceding Excess Cash Flow Period and (ii) if
applicable, the end of any prior Excess Cash Flow Interim Period occurring
during the same Excess Cash Flow Period and (b) ending on the last day of the
most recently ended fiscal quarter (other than the last day of the Fiscal Year)
during such Excess Cash Flow Period for which financial statements are available
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and (y) during the period