Common use of AGREEMENTS BY BORROWER Clause in Contracts

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,000; PROVIDED that notwithstanding the forgoing, the payments previously disclosed to the Agent and the Lenders in writing may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,235; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,235).

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,00011,500,000; PROVIDED that notwithstanding the forgoing, the payments previously disclosed to the Agent and the Lenders in writing may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,23535,294,117; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,23535,294,117).

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,00064,500,000; PROVIDED that notwithstanding the forgoing, the payments previously disclosed to the Agent and the Lenders in writing may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,23530,882,352; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,23530,882,352).

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,00078,700,000; PROVIDED that notwithstanding the forgoing, the payments previously disclosed to the Agent and the Lenders in writing may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,23526,470,588; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,23526,470,588).

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,00027,300,000; PROVIDED that notwithstanding the forgoing, the payments previously disclosed to the Agent and the Lenders in writing may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,23536,758,823; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,23536,758,823).

AGREEMENTS BY BORROWER. During the Standstill Period, the Borrower agrees that: (a) it shall not permit the aggregate amount of cash expended or paid in excess of cash received, in each case in an aggregate amount by the Borrower and its Subsidiaries, on a consolidated basis during the Standstill Period, to exceed $30,000,00040,000,000; PROVIDED that such amount shall be reduced to $13,000,000 if at any time during the Standstill Period the Borrower or any of its Subsidiaries receives the $27,000,000 cash payment which is due from AOL Time Warner; PROVIDED further that notwithstanding the forgoingforegoing limitations, the payments previously disclosed to the Agent and the Lenders in writing listed on Schedule II may also be made during the Standstill Period (which payments the Borrower represents and warrants will be made in the ordinary course of business and in a manner that is no sooner than is consistent with past practice); (b) subject to Section 2(d) and 4(a) hereof, it shall, at all times during the Standstill Period, with respect to the proceeds of the Advance, (i) maintain all such proceeds in the deposit or security accounts in which such proceeds are currently deposited and (ii) not use or expend the amounts in such accounts for any purpose (it being understood that such amounts are and may continue to be invested in short-term money market funds during such period); (c) amounts repaid pursuant to Section 2(d) and 4(a) hereof may not be reborrowed; and (d) if, at any time during the Standstill Period, Deutsche Bank AG New York Branch ("DEUTSCHE BANK") makes available for the account of the Borrower, in readily available funds at such account as may be designated by the Borrower, an amount equal to $127,500,000 (the "DEUTSCHE BANK FUNDING"; such amount representing Deutsche Bank's ratable share of the $850,000,000 Revolving Credit Advance requested by the Borrower to be made on July 22, 2002, and constituting for all purposes hereunder when made a portion of the Advance), the Borrower shall by no later than the next Business Day thereafter repay to the Agent, for the benefit of Deutsche Bank, an aggregate principal amount of $33,088,23517,647,058; such amount being a voluntary repayment of an equivalent portion of the Deutsche Bank Funding (it being understood that the Deutsche Bank Funding may alternatively be made by Deutsche Bank net of $33,088,23517,647,058).