Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00.

Mandatory Prepayments and Commitment Reductions. (a) If Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if any Redeemable Preferred Interests Capital Stock or Debt Indebtedness shall be issued or incurred Incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower Company or any of its subsidiaries in connection with a Permitted Receivables FinancingSubsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence Incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% reduction of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be -------- required pursuant to this sentence shall not be applicable Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower if after the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt Indebtedness shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(lExcluded Indebtedness)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Loans Commitments as set forth in Section 2.11(d4.2(g). If ; provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any Capital Stock other required repayments hereunder), is greater than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 504.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds thereof of such Indebtedness shall be applied on the date of such issuance incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Loans Commitments as set forth in Section 2.11(d); provided 4.2(g) and (ii) to the extent that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Consolidated Leverage Ratio as of the most recent Measurement Period was date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 3.25 4.0 to 1.001.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section.

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) andThe following amounts, to the extent clause received by Parent, the Borrower or any Subsidiary, shall be (x) thereof is not complied withif prior to the Funding Date, Section 7.2(l)automatically applied to reduce the Commitments on the date of such receipt and (y) if on or after the Funding Date, applied within three Business Days of the date of such receipt to prepay any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financingoutstanding Loans, an amount equal to without duplication: (i) 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any all Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the BorrowerRaising Transactions, an amount equal to 50(ii) 100% of the Net Cash Proceeds thereof of all Material Asset Sales, provided that no prepayment of the Loans or reduction of the Commitments will be required pursuant to this clause (ii) unless and until the Net Cash Proceeds from all Material Asset Sales in the aggregate exceed $300,000,000, and then only such excess amount shall be required to be applied towards prepayment of the Loans or reduction of the Commitments, (iii) 100% of the committed amount of the term loans under any Qualifying Loan Facility (such reduction of the Commitments to occur automatically upon the effectiveness of definitive documentation for such credit facility and receipt by the Administrative Agent of a notice from the Borrower that such credit facility constitutes a Qualifying Loan Facility), and (iv) 100% of the Net Cash Proceeds from any credit facility of Parent, the Borrower or any Subsidiary for the purpose of financing any portion of the Transactions, in each case on or after the date of such issuance toward the prepayment Commitment Letter (including the Combined Facility, but only to the extent that the aggregate amount of the Term Loans commitments and the Revolving Loans as set forth in Section 2.11(dloans thereunder (without duplication) exceed $3,000,000,000); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00.

Mandatory Prepayments and Commitment Reductions. (a) If Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise agree, if any Redeemable Preferred Interests Capital Stock or Debt Indebtedness shall be issued or incurred Incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower Holdings or any of its subsidiaries in connection with a Permitted Receivables FinancingSubsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence Incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% reduction of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this sentence shall not be applicable Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the Borrower if extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (iv) any Net Cash Proceeds from the Leverage Ratio as issuance of Capital Stock by Holdings or the most recent Measurement Period was less than 3.25 Incurrence of Indebtedness by Holdings or New Intermediate Holdco which are used to 1.00finance the AHYDO Payment and (v) up to $20,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by Holdings after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt Indebtedness shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) andParent, to Holdings or the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries Subsidiaries (excluding any Indebtedness permitted by Section 9.3 other than (i) Section 9.3(a) (to the extent pertaining to Refinancing Notes or Refinancing Term Loans), (ii) Section 9.3(n)(i) (to the extent the Net Cash Proceeds of such Indebtedness are not applied by the Borrower to purchase Term Loans pursuant to an Auction as set forth in connection with Section 5.19) and (iii) Section 9.3(n)(ii) (to the extent the Net Cash Proceeds thereof are not used to finance a Permitted Receivables FinancingAcquisition or to make the Investments specified in Section 9.3(n)(ii))), then, on the date of such incurrence the Term Loans shall be prepaid in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans incurrence, as set forth in Section 2.11(d5.5(d) (provided however that, solely in the case of Indebtedness incurred under Section 9.3(n)(ii). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances , the Borrower shall be issued by required to make the Borrowerprepayments in the amounts set forth in such section, an amount equal to 50% of the Net Cash Proceeds thereof which shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d5.5(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00).

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if any Redeemable Preferred Interests Capital Stock or Debt Indebtedness shall be issued or incurred Incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower Holdings or any of its subsidiaries in connection with a Permitted Receivables FinancingSubsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence Incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% reduction of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required pursuant to this sentence shall not be applicable Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the Borrower if extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (iv) any Net Cash Proceeds from the Leverage Ratio as issuance of Capital Stock by Holdings or the most recent Measurement Period was less than 3.25 Incurrence of Indebtedness by Holdings or New Intermediate Holdco which are used to 1.00finance the AHYDO Payment and (v) up to $20,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by Holdings after the Closing Date.

Mandatory Prepayments and Commitment Reductions. (a) If (i) any Redeemable Preferred Interests or Debt common stock shall be issued or incurred by any Group Member the Borrower and (excluding any Debt incurred in accordance with Section 7.2 ii) (other than Section 7.2(qA) and, to the extent clause (x) thereof Consolidated Leverage Ratio at such time and after giving effect thereto is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% or less than 3.25 to 1.00 and (B) no Event of Default under this Agreement, Senior Loan Default or Senior Loan Event of Default shall have occurred and be continuing or would result therefrom, the Net Cash Proceeds thereof shall be applied on the date of receipt of such issuance or incurrence Net Cash Proceeds toward the prepayment of the Term Loans and with each such prepayment being accompanied by accrued interest to the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued date of such prepayment on the amount prepaid; provided, that, if a Senior Loan Default exists at the time Net Cash Proceeds are received by the Borrower, but such Senior Loan Default is cured before it becomes an amount equal Event of Default under the First Lien Credit Agreement or the Second Lien Credit Agreement, as the case may be, such Senior Loan Default shall not operate to 50% prohibit the application of the such Net Cash Proceeds thereof as contemplated by this Section 3.2(a) once such Senior Loan Default has been cured; provided, further, that such Net Cash Proceeds shall be applied on deposited and maintained in a segregated account with the date of Lenders during such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00grace period.

Mandatory Prepayments and Commitment Reductions. (a) If any Redeemable Preferred Interests or Debt Capital Stock shall be issued or incurred by Holdings on any Group Member (excluding any Debt incurred in accordance with Section 7.2 date (other than Section 7.2(qissuances (a) and, to the extent clause Sponsor and its Control Investment Affiliates, (xb) thereof is not complied withto management, Section 7.2(l)) employees, directors or any initial cash proceeds that are related to a financing consultants of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower Holdings or any of its subsidiaries Subsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in connection with a Permitted Receivables Financingexistence from time to time, an amount equal or (c) to 100% of other Persons to the Net Cash Proceeds thereof shall be applied on extent the date proceeds of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(dissuances are concurrently applied to fund Permitted Acquisitions). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied (unless a Reinvestment Notice shall be delivered in respect thereof) on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Loans Commitments as set forth in Section 2.11(d4.2(f); provided that this sentence (i) no such application of Net Cash Proceeds shall not be applicable to any required if, at the time of such issuance of Capital Stock Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Borrower if Term Loans and the Leverage Ratio as reduction of the most recent Measurement Period was less than 3.25 to 1.00Revolving Commitments as set forth in Section 4.2(f).

Mandatory Prepayments and Commitment Reductions. (a) If Unless the ----------------------------------------------- Required Prepayment Lenders shall otherwise agree, if any Redeemable Preferred Interests Capital Stock or Debt Indebtedness shall be issued or incurred Incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower Holdings or any of its subsidiaries in connection with a Permitted Receivables FinancingSubsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence Incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% reduction of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall -------- be required pursuant to this sentence shall not be applicable Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the Borrower if extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the Leverage Ratio as issuance of Capital Stock by Holdings after the most recent Measurement Period was less than 3.25 to 1.00Closing Date.