Common use of Prepayments and Reductions Due Clause in Contracts

Prepayments and Reductions Due. to Issuance of Debt or Equity ------------------------------------------------------------ Securities. On the date of receipt by Holdings, Company or any of its ---------- Subsidiaries of the Cash proceeds (any such cash proceeds, net of under writing discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses, being "NET SECURITIES PROCEEDS"), from the issuance of debt or equity Securities of Holdings, Company or any of its Subsidiaries after the Closing Date (other than the issuance of debt Securities by Holdings permitted under subsection 7.1(viii)), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% (in case of debt Securities) or 50% (in case of equity Securities) of such Net Securities Proceeds; provided that the Net Securities Proceeds -------- received from the issuance of equity Securities of Holdings (including Holdings Common Stock) for the purposes of financing (in whole or in part) any Permitted Acquisition need not be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d); and provided further that none of the Net Securities Proceeds from the -------- ------- issuance of equity Securities needs to be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d) if, after giving effect to such issuance and all other transactions contemplated in connection therewith, the Consolidated Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to subsection 6.1(iv) is less than 4.00:1.00.

Prepayments and Reductions Due. to Issuance of Debt or Equity ------------------------------------------------------------ -------------------------------------------------- Securities. On No later than the first Business Day following the date ---------- of receipt (x) by Holdings▇▇▇▇ ▇▇▇▇▇ or any of its Subsidiaries, (y) by ▇▇▇▇ UK or any of its Subsidiaries, or (z) by Company or any of its ---------- Subsidiaries (other than the Subsidiaries included in the foregoing clauses (x) and (y)) of the Cash cash proceeds (any such cash proceeds, net of under writing underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses, being "NET SECURITIES PROCEEDS"), ) from the issuance of any debt or equity Securities of Holdings, Company such Borrower or any of its Subsidiaries after the Closing Date such Subsidiary, (other than the issuance of debt Securities by Holdings permitted under subsection 7.1(viii)), Company 1) such Borrower shall prepay the its Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% such net cash proceeds; (2) to the extent such net cash proceeds exceed the aggregate outstanding amount of such Borrower's Term Loans, (i) in the case of ▇▇▇▇ Japan or ▇▇▇▇ UK, such Borrower shall prepay the Term Loans of ▇▇▇▇ UK or ▇▇▇▇ Japan, respectively, in an aggregate amount equal to such excess or (ii) in the case of Company, Company shall prepay the Japanese Term Loans and the UK Term Loans on a pro rata basis (in accordance with the respective outstanding principal amount thereof) in an aggregate amount equal to such excess; (3) to the extent such net cash proceeds exceed the Term Loan prepayments required to be made by such Borrower pursuant to the foregoing clauses (1) - (2), such Borrower shall prepay its Revolving Loans without any corresponding reduction in the related Revolving Loan Commitments, in an aggregate amount equal to such excess; and (4) to the extent that such net cash proceeds remain after the applications required pursuant to the foregoing clauses (1) - (3), such Borrower shall cause the excess of such net cash proceeds to be applied first to prepay the remaining outstanding Term Loans of any Borrower, including the Company, on a pro rata basis (in accordance with the respective outstanding principal amount thereof) and after payment of all remaining outstanding Term Loans, to prepay the remaining outstanding Revolving Loans of any Borrower, including the Company, on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments) without any corresponding reduction in the related Revolving Loan Commitments. In the case of debt Securities) or 50% (in case of equity Securities) the receipt by Holdings of such Net Securities Proceeds; provided that the Net Securities Proceeds -------- received cash proceeds from the issuance of equity any debt Securities of Holdings, Holdings (including Holdings Common Stock) for the purposes of financing (in whole or in part) any Permitted Acquisition need not be applied shall immediately contribute such cash proceeds to the mandatory prepayment of the Loans Company and Company shall apply such cash proceeds pursuant to this subsection 2.4B(iii)(d); and provided further that none of the Net Securities Proceeds 2.4B(iii)(e) as though initially received by Company from the -------- ------- issuance of equity Securities needs to its own debt Securities. Any such mandatory prepayments shall be applied to the mandatory prepayment of the Loans pursuant to this as specified in subsection 2.4B(iii)(d) if, after giving effect to such issuance and all other transactions contemplated in connection therewith, the Consolidated Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to subsection 6.1(iv) is less than 4.00:1.002.4B(iv).