“Planned Expenditures” has the meaning specified in the definition of Excess Cash Flow.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Excess Cash Flow Account” shall have the meaning set forth in [Section 7.7] hereof.

the aggregate amount of cash Consolidated Tax Expense paid or payable by the Borrower, its Subsidiaries and the Physician-Owned Practices with respect to such Excess Cash Flow Period and, if payable, for which, to the extent required under GAAP, reserves have been established;

“Excess Cash Flow” means, for any period, an amount (which shall not be less than zero) equal to # the sum, without duplication, of # Consolidated Net Income for such period, # an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, # decreases in Consolidated Working Capital and long-term accounts receivable of the Borrower and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting), and # an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) or any cash gain, in each case to the extent deducted in arriving at such Consolidated Net Income, minus # the sum, without duplication, of # an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses # through # of the definition of “Consolidated Net Income,” # [reserved], # [reserved], # an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, # increases in Consolidated Working Capital and long-term accounts receivable of the Borrower and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries during such period or the application of purchase accounting), # [reserved], # [reserved], # [reserved], # [reserved], # [reserved], # without duplication of amounts deducted from Excess Cash Flow in prior periods or that would reduce any Excess Cash Flow payment pursuant to [Section 2.05(b)(i)], the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to acquisitions that constitute Investments permitted under this Agreement or Capital Expenditures or acquisitions of intellectual property to the extent not expected to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to [clause (a)](ii) above required to be made, in each case during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Investment, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, # [reserved], # cash expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income, and # any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for the Borrower and its Restricted Subsidiaries on a consolidated basis.

“Required Excess Cash Flow Percentage” means, as of any date of determination, # if the First Lien Leverage Ratio is greater than 2.15:1.00, 50.0%, # if the First Lien Leverage Ratio is less than or equal to 2.15:1.00 and greater than 1.65:1.00, 25.0%, and # if the First Lien Leverage Ratio is less than or equal to 1.65:1.00, 0%; it being understood and agreed that, for purposes of this definition as it applies to the determination of the amount of Excess Cash Flow that is required to be applied to prepay the Term Loans under [Section 2.11(b)(i)] for any Excess Cash Flow Period, the First Lien Leverage Ratio shall be calculated as of the scheduled date of, and giving pro forma effect to, such prepayment.

Until such time as the outstanding principal balance of the Term Advance has been reduced to ​ (or less), Borrower shall also pay to Lender 25% of the Excess Cash Flow earned during each and every fiscal quarter during the fiscal year ending ​, commencing with respect to the fiscal quarter ending ​. Each such payment of Excess Cash Flow shall be due concurrent with Borrower's delivery of its monthly financial statements for the months ending ​, ​, ​ and ​ pursuant to [Section 4.8(b)] but in no event later than 30 days after the end of each fiscal quarter, and shall be based upon the Excess Cash Flow for the applicable fiscal quarter ended on such dates. Lender shall apply such Excess Cash Flow toward principal payments owing on the Term Advance in accordance with [Section 1.12(b)] in inverse order of maturity.

to the extent otherwise included in Excess Cash Flow for any fiscal year, any Net Proceeds with respect to any Asset Disposition.

Term Loans at the times provided in this [Section 2.05] so long, but only so long, as the applicable local law will not permit repatriation to the jurisdiction of the Loan Parties or, with respect to a Foreign Disposition or Excess Cash Flow attributable to Foreign Subsidiaries that are Subsidiaries of a Domestic Subsidiary, to a Domestic Subsidiary (the Lead Borrower hereby agreeing to cause the applicable Restricted Subsidiary that is organized in a jurisdiction other than an Agreed Security Jurisdiction to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to [[Sections 2.05(b)(i) or 2.05(b)(ii)])]])], is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation is permitted) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this [Section 2.05] and # to the extent that the Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or the Excess Cash Flow attributable to Restricted Subsidiaries that are organized in a jurisdiction other than an Agreed Security Jurisdiction would have material adverse tax cost consequences to Holdings (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), the Lead Borrower, any direct or indirect parent entity of the Lead Borrower or any of the Lead Borrower’s direct or indirect Subsidiaries with respect to such Net Proceeds or Excess Cash Flow, an amount equal to such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this [Section 2.05(i)]; provided that in the case of this [clause (ii)], on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to [Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to [Section 2.05(b)], the Borrowers apply an amount equal to such Net Proceeds or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net Proceeds or Excess Cash Flow had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

“; and # the impact of any Permitted Receivables Factoring to the extent the cash proceeds of such Permitted Receivables Factoring do not result in an equivalent decrease in Excess Cash Flow.”;