Common use of Issuance of Other Indebtedness Clause in Contracts

Issuance of Other Indebtedness. In the event of the issuance of any Permitted Senior Notes Debt permitted pursuant to Section 7.1(o), the Global Administrative Agent and the Required Lenders shall have the option, on not more than one occasion in connection with each such issuance, to reduce the Global Borrowing Base by an amount agreed to by the Required Lenders, which reduction amount shall not be greater than the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued; provided, that, (i) in the event the Required Lenders are unable to agree upon any such reduction amount provided for in this Section 2.7(h) within thirty (30) days of the issuance of any such 44 Permitted Senior Notes Debt, the Global Borrowing Base shall reduce by an amount equal to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued, and (ii) notwithstanding the foregoing or anything to the contrary contained in any Combined Loan Document, if and only to the extent the Parent uses any of the proceeds of the issuance of any Permitted Senior Notes Debt to contemporaneously refinance or replace any of the Existing Subordinate Debt and/or any other Permitted Senior Notes Debt in accordance with the last sentence of Section 7.14 of the U.S. Credit Agreement, then the provisions of this Section 2.7(h) shall not apply, and the Global Borrowing Base shall not be reduced pursuant to the provisions of this Section 2.7(h), in each case only to the extent such proceeds are so used. In connection with any such reduction, the Global Administrative Agent shall promptly provide written notice to the Parent, the Borrower and the Combined Lenders of the reduction of the Global Borrowing Base. Upon the approval of the Required Lenders of such reduction amount, or, alternatively, upon any reduction by an amount equal to the Debt Issuance Reduction Amount, and the delivery of written notice thereof to the Parent and the Borrower, the Global Borrowing Base shall be reduced as of the date such notice is delivered or such later date as specified in such notice. Notwithstanding anything to the contrary in the Combined Loan Documents, (A) the language of the proviso of Section 2.10(b)(i) of this Agreement shall not apply to any Global Borrowing Base Deficiency resulting from the application of this Section 2.7(h) and (B) the application of this Section 2.7(h) shall never result in an increase in the Global Borrowing Base.

Issuance of Other Indebtedness. In Concurrently with the event receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of any Permitted Senior Notes Debt permitted Indebtedness pursuant to Section 7.1(o7.02(s), the Global Administrative Agent and Borrower shall prepay the Required Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 75% of such Net Cash Proceeds. Each such prepayment of Loans pursuant to this Section 2.05(b)(viii) shall be applied to the principal repayment installments of the Term Loans on a pro rata basis for all remaining principal repayment 1204724.01-CHISR02A - MSW CHAR1\1886837v5 installments, including the final principal installment on the Maturity Date. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. All mandatory prepayments shall have be made without premium or penalty (but subject to Section 3.05). Within the optionparameters of the applications set forth above, on not more than one occasion in connection with each such issuanceprepayments pursuant to this Section 2.05(b) shall be applied, first, to reduce Base Rate Loans, and then, to Eurodollar RateTerm SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by interest on the Global Borrowing Base by an principal amount agreed prepaid through the date of prepayment. Notwithstanding any provision under this Section 2.05 to the contrary, any amounts that would otherwise be required to be paid by the Required Lenders, which reduction amount Borrower pursuant to Section 2.05(b)(i) above shall not be greater than required to be so prepaid to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued; provided, that, (i) in the event the Required Lenders are unable to agree upon extent any such reduction amount provided Net Cash Proceeds are received by a Foreign Subsidiary, for in this Section 2.7(h) within thirty (30) days of so long as the issuance repatriation to the United States of any such 44 Permitted Senior Notes Debtamounts would be prohibited under any requirement of Law or Organization Documents or would result in adverse tax consequences to the Borrower or its Subsidiaries, (each such amount, a “Reduction Amount”), as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent. In any such instance, the Global Borrowing Base amount the Borrower shall reduce by an amount equal be required to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued, and (ii) notwithstanding the foregoing or anything to the contrary contained in any Combined Loan Document, if and only to the extent the Parent uses any of the proceeds of the issuance of any Permitted Senior Notes Debt to contemporaneously refinance or replace any of the Existing Subordinate Debt and/or any other Permitted Senior Notes Debt in accordance with the last sentence of Section 7.14 of the U.S. Credit Agreement, then the provisions of this Section 2.7(h) shall not apply, and the Global Borrowing Base shall not be reduced mandatorily prepay pursuant to the provisions of this Section 2.7(h), in each case only to the extent such proceeds are so used. In connection with any such reduction, the Global Administrative Agent shall promptly provide written notice to the Parent, the Borrower and the Combined Lenders of the reduction of the Global Borrowing Base. Upon the approval of the Required Lenders of such reduction amount, or, alternatively, upon any reduction by an amount equal to the Debt Issuance Reduction Amount, and the delivery of written notice thereof to the Parent and the Borrower, the Global Borrowing Base 2.05(b)(i) above shall be reduced by such Reduction Amount until and unless such Net Cash Proceeds can be repatriated without prohibition under any requirement of Law or Organization Documents or adverse tax consequences, as of the date such notice is delivered or such later date as specified in such notice. Notwithstanding anything to the contrary in the Combined Loan Documentsapplicable, (A) the language of the proviso of Section 2.10(b)(i) of this Agreement shall not apply to any Global Borrowing Base Deficiency resulting from the application of this Section 2.7(h) and (B) the application of this Section 2.7(h) shall never result in an increase in the Global Borrowing Basewithin one year thereafter.

Issuance of Other Indebtedness. In the event of the issuance of any Permitted Senior Notes Debt permitted pursuant to Section 7.1(o), the Global Administrative Agent and the Required Lenders shall have the option, on not more than one occasion in connection with each such issuance, to reduce the Global Borrowing Base and the U.S. Borrowing Base by an amount agreed to by the Required Lenders, which reduction amount shall not be greater than the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued; provided, that, (i) in the event the Required Lenders are unable to agree upon any such reduction amount provided for in this Section 2.7(h2.8(h) within thirty (30) days of the issuance of any such 44 Permitted Senior Notes Debt, the Global Borrowing Base and the U.S. Borrowing Base shall each reduce by an amount equal to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued, and (ii) notwithstanding the foregoing or anything to the contrary contained in any Combined Loan Document, if and only to the extent the Parent Borrower uses any of the proceeds of the issuance of any Permitted Senior Notes Debt to contemporaneously refinance or replace any of the Existing Subordinate Debt and/or any other Permitted Senior Notes Debt in accordance with the last sentence of Section 7.14 of the U.S. Credit Agreementhereof, then the provisions of this Section 2.7(h2.8(h) shall not apply, and the Global Borrowing Base and the U.S. Borrowing Base shall not be reduced pursuant to the provisions of this Section 2.7(h), 2.8(h) in each case only only, to the extent such proceeds are so used. In connection with any such reduction, the Global Administrative Agent shall promptly provide written notice to the Parent, the Borrower and the Combined Lenders of the reduction of the Global Borrowing Base and the U.S. Borrowing Base. Upon the approval of the Required Lenders of such reduction amount, or, alternatively, upon any reduction by an amount equal to the Debt Issuance Reduction Amount, and the delivery of written notice thereof to the Parent and the Borrower, the Global Borrowing Base and U.S. Borrowing Base shall each be reduced as of the date such notice is delivered or such later date as specified in such notice. Notwithstanding anything to the contrary in the Combined Loan Documents, (A) the language of the proviso of Section 2.10(b)(i2.11(b)(i) of this Agreement shall not apply to any Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency resulting from the application of this Section 2.7(h2.8(h) and (B) the application of this Section 2.7(h2.8(h) shall never result in an increase in the Global Borrowing Base or the U.S. Borrowing Base.

Issuance of Other Indebtedness. In Concurrently with the event receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of any Permitted Senior Notes Debt permitted Indebtedness pursuant to Section 7.1(o7.02(s), the Global Administrative Agent and Borrower shall prepay the Required Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 75% of such Net Cash Proceeds. Each such prepayment of Loans pursuant to this Section 2.05(b)(viii) shall be applied to the principal repayment installments of the Term Loans on a pro rata basis for all remaining principal repayment installments, including the final principal installment on the Maturity Date. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. All mandatory prepayments shall have be made without premium or penalty (but subject to Section 3.05). Within the optionparameters of the applications set forth above, on not more than one occasion in connection with each such issuanceprepayments pursuant to this Section 2.05(b) shall be applied, first, to reduce Base Rate Loans, and then, to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by interest on the Global Borrowing Base by an principal amount agreed prepaid through the date of prepayment. Notwithstanding any provision under this Section 2.05 to the contrary, any amounts that would otherwise be required to be paid by the Required Lenders, which reduction amount Borrower pursuant to Section 2.05(b)(i) above shall not be greater than required to be so prepaid to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued; provided, that, (i) in the event the Required Lenders are unable to agree upon extent any such reduction amount provided Net Cash Proceeds are received by a Foreign Subsidiary, for in this Section 2.7(h) within thirty (30) days of so long as the issuance repatriation to the United States of any such 44 Permitted Senior Notes Debtamounts would be prohibited under any requirement of Law or Organization Documents or would result in adverse tax consequences to the Borrower or its Subsidiaries, (each such amount, a “Reduction Amount”), as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent. In any such instance, the Global Borrowing Base amount the Borrower shall reduce by an amount equal be required to the applicable Debt Issuance Reduction Amount calculated with respect to such Permitted Senior Notes Debt then most recently issued, and (ii) notwithstanding the foregoing or anything to the contrary contained in any Combined Loan Document, if and only to the extent the Parent uses any of the proceeds of the issuance of any Permitted Senior Notes Debt to contemporaneously refinance or replace any of the Existing Subordinate Debt and/or any other Permitted Senior Notes Debt in accordance with the last sentence of Section 7.14 of the U.S. Credit Agreement, then the provisions of this Section 2.7(h) shall not apply, and the Global Borrowing Base shall not be reduced mandatorily prepay pursuant to the provisions of this Section 2.7(h), in each case only to the extent such proceeds are so used. In connection with any such reduction, the Global Administrative Agent shall promptly provide written notice to the Parent, the Borrower and the Combined Lenders of the reduction of the Global Borrowing Base. Upon the approval of the Required Lenders of such reduction amount, or, alternatively, upon any reduction by an amount equal to the Debt Issuance Reduction Amount, and the delivery of written notice thereof to the Parent and the Borrower, the Global Borrowing Base 2.05(b)(i) above shall be reduced by such Reduction Amount until and unless such Net Cash Proceeds can be repatriated without prohibition under any requirement of Law or Organization Documents or adverse tax consequences, as of the date such notice is delivered or such later date as specified in such noticeapplicable, within one year thereafter. Notwithstanding anything to the contrary in the Combined Loan Documents, (A) the language of the proviso of Section 2.10(b)(i) of this Agreement shall not apply to any Global Borrowing Base Deficiency resulting from the application of this Section 2.7(h) and (B) the application of this Section 2.7(h) shall never result in an increase in the Global Borrowing Base.CHAR1\1641691v2CHAR1\1779505v1