Common use of Issuance of Equity Securities Clause in Contracts

Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three seven Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three Business Days following On the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee employee, director or consultant stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority InvestmentSpread Overlay Agreements), Borrower shall prepay the Loans as set forth in Section 2.15(b) (i) in the event any Tranche X Term Loans are outstanding, in an aggregate amount equal to 100% of such proceeds and (ii) thereafter, in an aggregate amount equal to 50% of such proceeds, in each case, the case of either clause (i) or clause (ii) net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that ifprovided, as of during any period in which the end of the most recent four consecutive Fiscal Quarter period Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Leverage Ratio as of the last day of such four consecutive the most recently ended Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis Quarter) shall be 3.25:1.00 3.00:1.00 or less, Borrower prepayments and/or reductions otherwise required pursuant to clause (ii) hereof shall only be required to make prepayments otherwise required hereby be made in an amount equal to 25% of such net proceeds; provided, further, during any period in which the Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) shall be 2.00:1.00 or less, prepayments and/or reductions otherwise required pursuant to clause (ii) hereof shall not be required to be made.

Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, Subsidiaries and (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority InvestmentLaw), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower Parent or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower Parent or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower Parent or any of its Subsidiaries, Subsidiaries and (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority InvestmentLaw), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds; provided that if, as of the end of the most recent four consecutive fiscal quarter period for which financial statements are required to have been delivered under Section 5.1(a) or 5.1(b) ended prior to the date of receipt of such Cash proceeds, the Leverage Ratio determined on a Pro Forma Basis shall be 2.50:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.;

Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three Business Days following On the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreementplan, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, by Borrower or any of its Subsidiaries, Subsidiaries to another Subsidiary of Borrower or (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required of Borrower or any of its Subsidiaries to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority InvestmentBorrower or another Subsidiary of Borrower), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of during any period in which the end of the most recent four consecutive Fiscal Quarter period Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive the most recently ended Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis Quarter) shall be 3.25:1.00 1.00:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds.

Issuance of Equity Securities. No later than three Business Days following On the date of receipt by Borrower Holdings or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, Borrower Holdings or any of its Subsidiaries to any Person other than Holdings or any of its Subsidiaries (other than with respect to the receipt of any such proceeds pursuant to (i) pursuant to any employee stock or stock option compensation plan or any employment agreementplan, (ii) the receipt of a capital contribution from, any Sponsor Equity Contributions or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares any equity issued by Holdings or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) a Foreign Subsidiary in connection with a Permitted Majority InvestmentAcquisitions including, without limitation, any equity issued in connection with Section 6.9(f)), Borrower Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 5075% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that ifprovided, as of during any period in which the end of the most recent four consecutive Fiscal Quarter period Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis Ratio) shall be 3.25:1.00 4.00:1.00 or less, Borrower Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 2550% of such Cash proceeds.

Issuance of Equity Securities. No later than three threeseven Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance issu- ance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

Issuance of Equity Securities. No later than three Business Days following On the date of receipt by Borrower or any of its Subsidiaries Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower Holdings or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreementplan, (ii) on the receipt of a capital contribution fromExit Facility Conversion Date, or the issuance of Equity Interests toin connection with the New Money Investment pursuant to the Plan of Reorganization, Borrower and (iii) any issuance of Equity Interests in connection with Permitted Acquisitions and Consolidated Capital Expenditures, excluding any issuance constituting an initial public offering of the Equity Interests of Holdings or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares Subsidiaries or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority InvestmentAffiliates), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50100% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that ifprovided, as of on and after the end of Exit Facility Conversion Date, during any period in which the most recent four consecutive Fiscal Quarter period Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Leverage Ratio as of the last day of such four consecutive the most recently ended Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis Quarter) shall be 3.25:1.00 (x) 2.50:1.00 or less, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to 2575% of such net proceeds and (y) 2.00:1.00 or less, Borrower shall only be required to may the prepayments otherwise required hereby in an amount equal to 50% of such net proceeds.