Common use of Prepayment Elections Clause in Contracts

Prepayment Elections. In the event that changes in United States long-term capital gains tax rates are established which result in either an (x) increase in 2011 long-term capital gains rates from 2010 rates (a "2011 Rate Increase") or (y) an increase in 2012 long-term capital gains rates from 2010 rates or 2011 rates (a "2012 Rate Increase"), WWG shall have the option to elect to receive a prepayment of the FIP (a "FIP Prepayment Election"), in the case of a 2011 Rate Increase, or to receive a prepayment of the FIIP (a "FIIP Prepayment Election"; the FIP Prepayment Election and the FIIP Prepayment Election are sometimes referred to herein as a "Prepayment Election"), in the case of a 2012 Rate Increase, as follows: (A) To exercise a Prepayment Election, (i) WWG shall deliver notice to the Purchaser on or prior to December 10, 2010, in the case of a FIP Prepayment Election, or on or prior to December 10, 2011, in the case of a FIIP Prepayment Election and (ii) WWG shall have timely and fully delivered the 2010 Financial Information or the 2011 Financial Information, as the case may be. (B) If a FIP Prepayment Election is validly exercised, then on or prior to December 31, 2010, the Purchaser shall pay to WWG an amount (the "FIP Prepayment") equal to the result of (x) the Estimated FIP divided by (y) the sum of (i) one plus (ii) the MDC Cost of Funds Rate (as defined in Section 2.1.3(vii) below) divided by 4. Within five business days after the Annual Determination for 2010 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT) is greater than Estimated FIP, then the Purchaser shall pay WWG such excess, or (ii) if Estimated FIP is greater than FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (C) If a FIIP Prepayment Election is validly exercised, then on or prior to December 31, 2011, the Purchaser shall pay to WWG an amount (the "FIIP Prepayment") equal to the result of (x) the Estimated FIIP divided by (y) the sum of (i) one plus (ii) the MDC Cost of Funds Rate divided by 4. Within five business days after the Annual Determination for 2011 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT) is greater than Estimated FIIP, then the Purchaser shall, subject to Section 2.1.1(i), pay WWG such excess, or (ii) if Estimated FIIP is greater than FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (D) In the event that a Prepayment Election is made, (i) FIP as ultimately determined pursuant to clause (B) above shall be the value for "FIP" and (ii) FIIP as ultimately determined pursuant to clause (C) shall be the value for "FIIP" for purposes of making other calculations of Purchase Price that rely on FIP or FIIP, as the case may be.

Prepayment Elections. In the event that changes in United States long-term capital gains tax rates are established which result in either an (xa) increase in 2011 long-term capital gains rates from 2010 rates Any prepayment required to be made under Clause 7.7 (a "2011 Rate Increase"Disposal, Insurance, Report and Flotation Proceeds), Clause 7.11 (Bond Redemption Account) or Clause 19.3 (yEquity cure right) on a day which is not the last day of an increase Interest Period relating to the Initial Loan to be prepaid may, if the Borrower gives the Bridge Facility Agent not less than three Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, be applied in 2012 long-term capital gains rates from 2010 rates or 2011 rates prepayment of that Initial Loan instead on the last day of the current Interest Period relating to that Initial Loan. (a "2012 Rate Increase"b) If the Borrower makes an election under paragraph (a) above then that Initial Loan will become due and payable in the required amount on the last day of that Interest Period. (c) The Bridge Facility Agent shall notify the Lenders as soon as possible of any prepayment of any Initial Loan to be made under Clause 7.3 (Voluntary prepayment), WWG shall have the option to elect to receive a prepayment of the FIP Clause 7.6 (a "FIP Prepayment Election"Exit), in the case of a 2011 Rate IncreaseClause 7.7 (Disposal, or to receive a prepayment of the FIIP (a "FIIP Prepayment Election"; the FIP Prepayment Election Insurance, Report and the FIIP Prepayment Election are sometimes referred to herein as a "Prepayment Election"Flotation Proceeds), in Clause 7.8 (Permanent Securities) or Clause 7.11 (Bond Redemption Account). (d) If less than 100 per cent. of Target Shares have been acquired by Bidco at such time as any obligation to prepay any Disposal Proceeds has arisen under this Agreement, such obligation shall if a written request to that effect from the case of a 2012 Rate Increase, as followsBorrower is received by the Bridge Facility Agent be temporarily suspended until the earliest of: (A) To exercise a Prepayment Election, (i) WWG shall deliver notice to the Purchaser on or prior to December 10date, 2010if any, in the case that Bidco acquires 100 per cent. of Target Shares or, if that is not a FIP Prepayment Election, or on or prior to December 10, 2011, in the case of a FIIP Prepayment Election and (ii) WWG shall have timely and fully delivered the 2010 Financial Information or the 2011 Financial Information, as the case may be. (B) If a FIP Prepayment Election is validly exercised, then on or prior to December 31, 2010Business Day, the Purchaser shall pay to WWG an amount (the "FIP Prepayment") equal to the result of (x) the Estimated FIP divided by (y) the sum of (i) one plus immediately following day that is Business Day; (ii) the MDC Cost of Funds Rate Business Day immediately following the Phase One Debt Pushdown Date; or (as defined in Section 2.1.3(viiiii) below) divided by 4. Within five business the day falling 120 days after the Annual Determination for 2010 and any adjustments thereto Closing Date or, if that is not a Business Day the immediately following day that is Business Day, whereupon such obligation to prepay shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT) is greater than Estimated FIP, then the Purchaser shall pay WWG such excess, or (ii) if Estimated FIP is greater than FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required cease to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset suspended as aforesaid. Any such amount against any future Purchase Price payments to WWG. (C) If a FIIP Prepayment Election is validly exercised, then on or prior to December 31, 2011, the Purchaser shall pay to WWG an amount (the "FIIP Prepayment") equal to the result of (x) the Estimated FIIP divided by (y) the sum of (i) one plus (ii) the MDC Cost of Funds Rate divided by 4. Within five business days after the Annual Determination for 2011 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT) is greater than Estimated FIIP, then the Purchaser Disposal Proceeds shall, subject to Section 2.1.1(i)notwithstanding the foregoing, pay WWG such excess, or (ii) if Estimated FIIP is greater than FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any treated for all other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (D) In the event that a Prepayment Election is made, (i) FIP as ultimately determined pursuant to clause (B) above shall be the value for "FIP" and (ii) FIIP as ultimately determined pursuant to clause (C) shall be the value for "FIIP" for purposes of making other calculations of Purchase Price that rely on FIP or FIIPthe time at which re-investment time periods, start to run as the case may beif this paragraph (e) was not applicable.

Prepayment Elections. In the event that changes in United States long-term capital gains tax rates are established which result in either an (xa) increase in 2011 long-term capital gains rates from 2010 rates Any prepayment required to be made under Clause 11.8 (a "2011 Rate Increase"Disposal, Insurance, Report and Flotation Proceeds), Clause 11.9 (Excess Takeout Proceeds), Clause 11.10 (Excess Cash), Clause 11.11 (Prepayment of Company Utilisations), Clause 11.14 (Bond Redemption Account) or Clause 24.3 (yEquity cure right) on a day which is not the last day of an increase Interest Period relating to the Loan to be prepaid may, if the Company gives the Facility Agent not less than three Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, be applied in 2012 long-term capital gains rates from 2010 rates prepayment of that Loan instead on the last day of the current Interest Period relating to that Loan. (b) If the Company makes an election under paragraph (a) above then that Loan will become due and payable in the required amount on the last day of that Interest Period. (c) The Facility Agent shall notify the Lenders as soon as possible of any prepayment of any Facility B Loan or 2011 rates Facility C Loan to be made under Clause 11.4 (a "2012 Rate Increase"Voluntary prepayment of Term Loans and Revolving Capex Loans), WWG shall have the option to elect to receive a prepayment of the FIP Clause 11.8 (a "FIP Prepayment Election"Disposal, Insurance, Report and Flotation Proceeds), in the case of a 2011 Rate Increase, or to receive a prepayment of the FIIP Clause 11.9 (a "FIIP Prepayment Election"; the FIP Prepayment Election and the FIIP Prepayment Election are sometimes referred to herein as a "Prepayment Election"Excess Takeout Proceeds), in the case Clause 11.10 (Excess Cash), Clause 11.11 (Prepayment of a 2012 Rate Increase, as follows:Company Utilisations) or Clause 11.14 (Bond Redemption Account). (Ad) To exercise a Prepayment Election, (i) WWG shall deliver notice to the Purchaser on or prior to December 10, 2010, in the case of a FIP Prepayment Election, or on or prior to December 10, 2011, in the case of a FIIP Prepayment Election and (ii) WWG shall have timely and fully delivered the 2010 Financial Information or the 2011 Financial InformationUnless all Facility B Loans or, as the case may be. , Facility C Loans are proposed to be prepaid in full by the proposed prepayment (Bor there are no Facility A Loans outstanding or all Facility A Loans are to be repaid or prepaid in full on the same day) If a FIP Prepayment Election is validly exercisedLender may, then on or prior if it gives the Facility Agent notice not later than two Business Days after the Facility Agent gives notice to December 31the Lenders of the proposed prepayment, 2010, the Purchaser shall pay elect to WWG an amount waive its share (the "FIP PrepaymentDeclined Amount") equal to the result of that partial prepayment of Facility B or Facility C (x) the Estimated FIP divided by other than any payment made under Clause 11.1 (y) the sum Illegality of (i) one plus (ii) the MDC Cost of Funds Rate (as defined in Section 2.1.3(vii) below) divided by 4. Within five business days after the Annual Determination for 2010 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT) is greater than Estimated FIP, then the Purchaser shall pay WWG such excess, or (ii) if Estimated FIP is greater than FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBTa Lender), then WWG shall pay the Purchaser such excessClause 11.6 (Right of repayment and cancellation in relation to a single Lender) or Clause 11.11 (Prepayment of Company Utilisations). If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (C) If a FIIP Prepayment Election is validly exercised, then on or prior to December 31, 2011, the Purchaser shall pay to WWG an amount (the "FIIP Prepayment") equal to the result of (x) the Estimated FIIP divided by (y) the sum of (i) one plus (ii) the MDC Cost of Funds Rate divided by 4. Within five business days after the Annual Determination for 2011 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT) is greater than Estimated FIIP, then the Purchaser shall, subject to Section 2.1.1(i), pay WWG such excess, or (ii) if Estimated FIIP is greater than FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (D) In the event that a Prepayment Election is made, (i) FIP as ultimately determined pursuant to clause (B) above Any Declined Amount shall be applied against the value for "FIP" and (ii) FIIP as ultimately determined pursuant to clause (C) shall be participations of the value for "FIIP" for purposes of making other calculations of Purchase Price that rely on FIP or FIIPLenders in the Facility B Loans or, as the case may be, the Facility C Loans (subject to any such Lenders' right to decline hereunder) and thereafter against the participations of the Lenders in the Facility A Loans.

Prepayment Elections. In the event that changes in United States long-term capital gains tax rates are established which result in either an (xa) increase in 2011 long-term capital gains rates from 2010 rates Any prepayment required to be made under Clause 11.8 (a "2011 Rate Increase"Disposal, Insurance, Report and Flotation Proceeds), Clause 11.9 (Excess Takeout Proceeds), Clause 11.10 (Excess cash), Clause 11.11 (Prepayment of Company Utilisations), Clause 11.14 (Bond Redemption Account) or Clause 24.3 (yEquity cure right) on a day which is not the last day of an increase Interest Period relating to the Loan to be prepaid may, if the Company gives the Facility Agent not less than three Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, be applied in 2012 long-term capital gains rates from 2010 rates prepayment of that Loan instead on the last day of the current Interest Period relating to that Loan. (b) If the Company makes an election under paragraph (a) above then that Loan will become due and payable in the required amount on the last day of that Interest Period. (c) The Facility Agent shall notify the Lenders as soon as possible of any prepayment of any Facility B Loan or 2011 rates Facility C Loan to be made under Clause 11.4 (a "2012 Rate Increase"Voluntary prepayment of Term Loans and Revolving Capex Loans), WWG shall have the option to elect to receive a prepayment of the FIP Clause 11.8 (a "FIP Prepayment Election"Disposal, Insurance, Report and Flotation Proceeds), in the case of a 2011 Rate Increase, or to receive a prepayment of the FIIP Clause 11.9 (a "FIIP Prepayment Election"; the FIP Prepayment Election and the FIIP Prepayment Election are sometimes referred to herein as a "Prepayment Election"Excess Takeout Proceeds), in the case Clause 11.10 (Excess cash), Clause 11.11 (Prepayment of a 2012 Rate Increase, as follows:Company Utilisations) or Clause 11.14 (Bond Redemption Account). (Ad) To exercise a Prepayment Election, (i) WWG shall deliver notice to the Purchaser on or prior to December 10, 2010, in the case of a FIP Prepayment Election, or on or prior to December 10, 2011, in the case of a FIIP Prepayment Election and (ii) WWG shall have timely and fully delivered the 2010 Financial Information or the 2011 Financial InformationUnless all Facility B Loans or, as the case may be. , Facility C Loans are proposed to be prepaid in full by the proposed prepayment (Bor there are no Facility A Loans outstanding or all Facility A Loans are to be repaid or prepaid in full on the same day) If a FIP Prepayment Election is validly exercisedLender may, then on or prior if it gives the Facility Agent notice not later than two Business Days after the Facility Agent gives notice to December 31the Lenders of the proposed prepayment, 2010, the Purchaser shall pay elect to WWG an amount waive its share (the "FIP Prepayment"“Declined Amount”) equal to the result of that partial prepayment of Facility B or Facility C (x) the Estimated FIP divided by other than any payment made under Clause 11.1 (y) the sum Illegality of (i) one plus (ii) the MDC Cost of Funds Rate (as defined in Section 2.1.3(vii) below) divided by 4. Within five business days after the Annual Determination for 2010 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBT) is greater than Estimated FIP, then the Purchaser shall pay WWG such excess, or (ii) if Estimated FIP is greater than FIP (as calculated pursuant to Section 2.1.1(c) above using actual 2010 PBTa Lender), then WWG shall pay the Purchaser such excessClause 11.6 (Right of repayment and cancellation in relation to a single Lender) or Clause 11.11 (Prepayment of Company Utilisations). If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (C) If a FIIP Prepayment Election is validly exercised, then on or prior to December 31, 2011, the Purchaser shall pay to WWG an amount (the "FIIP Prepayment") equal to the result of (x) the Estimated FIIP divided by (y) the sum of (i) one plus (ii) the MDC Cost of Funds Rate divided by 4. Within five business days after the Annual Determination for 2011 and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4 below, (i) if FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT) is greater than Estimated FIIP, then the Purchaser shall, subject to Section 2.1.1(i), pay WWG such excess, or (ii) if Estimated FIIP is greater than FIIP (as calculated pursuant to Section 2.1.1(e) above using actual 2011 PBT), then WWG shall pay the Purchaser such excess. If WWG fails to pay any amount required to be paid by it to the Purchaser, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. (D) In the event that a Prepayment Election is made, (i) FIP as ultimately determined pursuant to clause (B) above Any Declined Amount shall be applied against the value for "FIP" and (ii) FIIP as ultimately determined pursuant to clause (C) shall be participations of the value for "FIIP" for purposes of making other calculations of Purchase Price that rely on FIP or FIIPLenders in the Facility B Loans or, as the case may be, the Facility C Loans (subject to any such Lenders’ right to decline hereunder) and thereafter against the participations of the Lenders in the Facility A Loans. (e) If less than 100 per cent. of Target Shares have been acquired by Bidco at such time as any obligation to prepay any Disposal Proceeds has arisen under this Agreement, such obligation shall if a written request to that effect from the Company is received by the Facility Agent be temporarily suspended until the earliest of: (i) the date, if any, that Bidco acquires 100 per cent. of Target Shares or, if that is not a Business Day the immediately following day that is Business Day; (ii) the Business Day immediately following the Phase One Debt Drawdown Date; or (iii) the day falling 120 days after the Closing Date or, if that is not a Business Day the immediately following day that is Business Day, whereupon such obligation to prepay shall cease to be suspended as aforesaid. Any such Disposal Proceeds shall, notwithstanding the foregoing, be treated for the purposes of the time at which re-investment time periods start to run as if this paragraph (e) was not applicable.