Common use of Debt Issuances; Equity Issuances; and Dispositions Clause in Contracts

Debt Issuances; Equity Issuances; and Dispositions. In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from: (i) the issuance of any Equity Interests (other than Excluded Equity Issuances) or the incurrence of any Indebtedness for borrowed money (other than (i) Excluded Debt and (ii) Indebtedness for borrowed money funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)), in each case by the Borrower or any of its Subsidiaries (collectively, “Capital Markets and Term Loan Proceeds”); (ii) the borrowing of any Acquisition Revolving Loans (other than Acquisition Revolving Loans funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)) by the Borrower or any of its Subsidiaries (“Acquisition Revolving Loan Proceeds”); or (iii) any Disposition (other than Excluded Dispositions) by the Borrower or any of its Subsidiaries (“Disposition Proceeds”), then such Net Cash Proceeds (or the Sterling Equivalent thereof in the case of Tranche A and Tranche B) shall be applied: (A) in the case of Capital Markets and Term Loan Proceeds, first to Tranche A, then to Tranche B, and thereafter to Tranche C; (B) in the case of Acquisition Revolving Loan Proceeds, first to Tranche B, then to Tranche A, and thereafter to Tranche C, (C) in the case of Disposition Proceeds, ratably to Tranche A and Tranche B, and thereafter to Tranche C. The application of the foregoing Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) to a specific Tranche as set forth above shall be applied within such Tranche (x) first automatically to reduce the Commitments then outstanding under such Tranche in an amount equal to 100% of such Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) on the date of the Borrower’s or its applicable Subsidiary’s receipt thereof and (y) second (to the extent there are any remaining Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) after such application and reduction of such Commitments to zero) the Borrower shall prepay the Loans outstanding under such Tranche within three Business Days following the Borrower’s or its applicable Subsidiary’s receipt thereof in an amount equal to such remaining Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable). To the extent that there are any remaining Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) following each such reduction and prepayment within a Tranche, then such remaining amount shall be applied to the next Tranche as set forth above.

Debt Issuances; Equity Issuances; and Dispositions. In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from: (iA) the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries, other than Excluded Debt; or (B) the issuance of any Equity Interests (by the Borrower, other than an Excluded Equity Issuances) or the incurrence of any Indebtedness for borrowed money (other than (i) Excluded Debt and (ii) Indebtedness for borrowed money funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)), in each case by the Borrower or any of its Subsidiaries (collectively, “Capital Markets and Term Loan Proceeds”); (ii) the borrowing of any Acquisition Revolving Loans (other than Acquisition Revolving Loans funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)) by the Borrower or any of its Subsidiaries (“Acquisition Revolving Loan Proceeds”)Issuance; or (iiiC) from any Disposition (Disposition, other than an Excluded Dispositions) by the Borrower or any of its Subsidiaries (“Disposition Proceeds”), then such Net Cash Proceeds (or the Sterling Equivalent thereof in the case of Tranche A and Tranche B) shall be applied:Specified Divestiture; or (AD) in from the case of Capital Markets and Term Loan Proceeds, first to Tranche A, Specified Divestiture; then to Tranche B, and thereafter to Tranche C; (B) in the case of Acquisition Revolving Loan Proceeds, first to Tranche B, then to Tranche A, and thereafter to Tranche C, (C) in the case of Disposition Proceeds, ratably to Tranche A and Tranche B, and thereafter to Tranche C. The application of the foregoing Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) to a specific Tranche as set forth above shall be applied within such Tranche (x) first prior to the Closing Date, the undrawn Commitments shall be automatically to reduce the Commitments then outstanding under such Tranche reduced in an amount equal to 100% of such Net Cash Proceeds (or or, in the Sterling Equivalent thereofcase of the Specified Divestiture, as applicablean amount equal to 50% of such Net Cash Proceeds) on the date of receipt by the Borrower’s Borrower or its applicable Subsidiary’s receipt such Subsidiary thereof and until the undrawn Commitments equal zero, or (y) second (to after the extent there are any remaining Net Cash Proceeds (or the Sterling Equivalent thereofClosing Date, as applicable) after such application and reduction of such Commitments to zero) the Borrower shall prepay the Loans outstanding under such Tranche within three Business Days following the Borrower’s or its applicable Subsidiary’s receipt thereof in an amount equal to 100% of such remaining Net Cash Proceeds (or, in the case of the Specified Divestiture, an amount equal to 50% of such Net Cash Proceeds) to the extent remaining following the reduction of the Commitments to zero, not later than five (5) Business Days following receipt by the Borrower thereof; provided that, solely with respect to Net Cash Proceeds received in respect of any Disposition (including the Specified Divestiture), no such Net Cash Proceeds shall be required to be applied to reduce the Commitments or the Sterling Equivalent thereof, as applicable). To prepay Loans pursuant to this Section 2.5(c)(i) to the extent that there are any remaining such Net Cash Proceeds are reinvested (or committed to be reinvested) in the Sterling Equivalent business of the Borrower or any of its Subsidiaries within 9 months following receipt thereof (for the avoidance of doubt, such reinvestment may constitute acquisitions or other similar transactions). The Borrower shall provide the Administrative Agent with written notice of its intent to reinvest any such Net Cash Proceeds from Dispositions promptly upon receipt thereof, as applicable) following each such reduction and prepayment within a Tranche, then such remaining amount shall be applied to the next Tranche as set forth above.

Debt Issuances; Equity Issuances; and Dispositions. In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds from: (i1) the issuance of any Equity Interests (other than Excluded Equity Issuances) or the incurrence of any Indebtedness for borrowed money (other than (i) Excluded Debt and (ii) Indebtedness for borrowed money funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)), in each case by the Borrower or any of its Subsidiaries (collectivelySubsidiaries, “Capital Markets and Term Loan Proceeds”)other than an Excluded Equity Issuance; (ii2) the borrowing incurrence of any Acquisition Revolving Loans (other than Acquisition Revolving Loans funded pursuant to a Qualifying Loan Facility to the extent that the Commitments were previously reduced by an equal amount pursuant to Section 2.07(c)) Indebtedness by the Borrower or any of its Subsidiaries (“Acquisition Revolving Loan Proceeds”)Subsidiaries, other than Excluded Debt; or (iii3) from any Disposition (Disposition, other than an Excluded Dispositions) by the Borrower or any of its Subsidiaries (“Disposition Proceeds”)Disposition, then such Net Cash Proceeds (or first, the Sterling Equivalent thereof in the case of Tranche A and Tranche B) undrawn Commitments shall be applied: (A) in the case of Capital Markets and Term Loan Proceeds, first to Tranche A, then to Tranche B, and thereafter to Tranche C; (B) in the case of Acquisition Revolving Loan Proceeds, first to Tranche B, then to Tranche A, and thereafter to Tranche C, (C) in the case of Disposition Proceeds, ratably to Tranche A and Tranche B, and thereafter to Tranche C. The application of the foregoing Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) to a specific Tranche as set forth above shall be applied within such Tranche (x) first automatically to reduce the Commitments then outstanding under such Tranche reduced in an amount equal to 100% of such Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) on the date of receipt by the Borrower’s Borrower or its applicable Subsidiary’s receipt such Subsidiary thereof until the undrawn Commitments equal zero, and (y) second (thereafter, the Borrower shall prepay the Loans in an amount equal to the extent there are any remaining 100% of such Net Cash Proceeds (or the Sterling Equivalent thereof, as applicable) after such application and to the extent remaining following the reduction of such the Commitments to zero, not later than five (5) the Borrower shall prepay the Loans outstanding under such Tranche within three Business Days following the Borrower’s receipt by the Borrower thereof. In addition, if the Borrower or any of its applicable Subsidiary’s receipt thereof Subsidiaries shall enter in to a term loan or other credit agreement (including an amendment to any existing agreement, including the Revolving Credit Facility) for the stated purpose of financing the Acquisition which has conditions to availability thereunder that are no more restrictive to the borrower thereunder than the conditions precedent set forth in Section 5.02 (a “Qualifying Loan Facility”) then the Commitments shall be automatically reduced in an amount equal to such remaining Net Cash Proceeds the commitments thereunder (or the Sterling Equivalent thereof, as applicable)) on the date of the execution of such Qualifying Loan Facility. To The Borrower shall notify the extent that there are Administrative Agent of the receipt by the Borrower or any remaining Subsidiary of any such Net Cash Proceeds (or upon the Sterling Equivalent thereofexecution of any Qualifying Loan Facility, as applicable) following the case may be, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. Any termination or reduction and of the Commitments pursuant to this Section 2.07 shall be permanent. Each prepayment within a Tranche, then such remaining amount or reduction of the Commitments pursuant to this Section 2.07 shall be applied to the next Tranche Loans or Commitments, as set forth aboveapplicable, of the Lenders ratably in accordance with their respective portions of the Loans or Commitments, as applicable.