Cash flow (including but not limited to operating cash flow and free cash flow)

Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to [Section 5.06(a)], beginning with the fiscal year ending ​, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements less # the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to [Section 2.06(b)] during such fiscal year (or, at the option of the Borrower, after the end of such 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 made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to ​ 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 such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.

Net Cash Flow. Net Cash Flow of the Partnership, with respect to a fiscal period, shall mean Net Income of the Partnership for such period, reduced by # any repayments of principal on loans of the Partnership, (excluding General Partner’s Loans, the principal amounts of which are payable out of Net Cash Flow as stated in [Article VIII] hereof), # any capital expenditures and prepaid expenses to the extent not included in the determination of Net Income, # any Net Sale Proceeds to the extent included in the determination of Net Income, and # reasonable additions to a reserve, (as determined in the sole discretion of the General Partner); and increased by any receipts by the Partnership which are not included in the determination of Net Income.

Excess Cash Flow. Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to [Section 6.01(a)] and the related Compliance Certificate has been delivered or is required to be delivered pursuant to [Section 6.02(a)], in each case, commencing with the first full fiscal year ending after the Closing Date, the ​ shall, subject to [Sections 2.07(b)(v) and (b)(vi)])], prepay an aggregate principal amount of Term Loans equal to,

Cash Flow Performance Payout. The Cash Flow Performance Payout shall be determined in accordance with the following performance schedule:

Monthly Cash Flow Forecast. On the last Business Day of each month, by no later than ​ (Chicago) or such other day and time as Borrowers and Administrative Agent may agree, Borrowers will deliver to Administrative Agent a rolling thirteen (13) week cash flow forecast on a consolidated basis for Borrowers and the other Loan Parties, in form and detail reasonably satisfactory to Administrative Agent and accompanied by # a variance report comparing the actual results for the prior month to the forecasted results for such month as set forth in the immediately preceding cash flow forecast and # a certification on behalf of Borrowers' chief financial officer and the CAO (as defined below) stating that # nothing has come to the chief financial officer's or the CAO's attention that would lead the chief financial officer or the CAO to believe that the information in the variance report is incorrect or misleading in any material respect and # that the applicable thirteen (13) week cash flow forecast is based on information and assumptions that Borrowers believe to be reasonable.

Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be greater than or equal to 1.75 to 1.0.

Distributions of Net Cash Flow. All Net Cash Flow, if any, realized by or available to the Partnership shall first be applied or added to a reasonable reserve retained for working capital needs or to provide funds for contingencies and expenses of the Partnership, (all as determined in the sole discretion of the General Partner or as required by any loan agreement or instrument of the Partnership), and the balance, if any, shall be distributed, (from time to time in the sole discretion of the General Partner, but in the event, no less frequently than quarterly), in the following order of priority to the extent available:

Consolidated Cash Flow Leverage Ratio. Borrower will not permit the Consolidated Cash Flow Leverage Ratio for any Test Period ending on the last day of any fiscal quarter of Borrower to be greater than 3.00:1.00.

Withdrawal from Excess Cash Flow Reserve Account. Provided that no Event of Default or Excess Cash Flow Sweep Period has occurred and is continuing, the Borrowers shall have the right to make withdrawals from the Excess Cash Flow Reserve Account for the purposes and subject to the limitations set forth in [Section 5.2.11].

“Consolidated Cash Flow Leverage Ratio” shall mean, at any time, the ratio of # Consolidated Indebtedness minus the principal amount of Permitted Subordinated Debt at such time to # Consolidated EBITDA.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow (which shall not be less than zero for any Excess Cash Flow Period), less the amount of Excess Cash Flow of Foreign Subsidiaries to the extent and for so long as such Excess Cash Flow is excluded from Excess Cash Flow prepayments pursuant to [Section 2.05(b)(x)], for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

Indebtedness. Parent shall not, nor shall it permit any Restricted Subsidiary to, create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

Indebtedness. At any time during a Cash Dominion Event, within one (1) Business Day of the date of incurrence by any Loan Party of any Indebtedness (other than Capital Lease Obligations) in excess of ​ in the aggregate during the term of this Agreement (or in excess of ​ at any time while an Event of Default exists), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this [Section 2.4(e)(iv)] shall not be deemed to be consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement.

Indebtedness. Set forth on [Schedule 4.19] is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

Indebtedness. Directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in the case of the Borrowers, issue any shares of Disqualified Stock or, in the case of any Restricted Subsidiary, issue any shares of Disqualified Stock or preferred stock, except:

Indebtedness. If any of the ​ or any Restricted Subsidiary incurs or issues any Funded Debt # which is not expressly permitted to be incurred or issued pursuant to [Section 7.03] or # that constitutes Credit Agreement Refinancing Indebtedness, the ​ shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds (in the case of [clause (A)]) and substantially concurrently with the incurrence of such Credit Agreement Refinancing Indebtedness (in the case of [clause (B)]).

Indebtedness. ​ will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except for: