Common use of Mandatory Reductions Clause in Contracts

Mandatory Reductions. (i) In addition to any required and optional reduction of the Commitment, payments of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there shall occur a permanent reduction of the Commitment in an amount equal to one-hundred percent (100%) of the Net Proceeds of each private or public offering of Equity Interests of or by the Borrower or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be required. (ii) Simultaneously with the reduction of the Commitment by an amount equal to the Net Proceeds from each event described in Section 2.05(b)(i), the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. (iii) Each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralization.

Mandatory Reductions. The Total Commitment shall be reduced (a) (i) In addition to the extent that, by the date that is 180 days after the Borrower's (or any required and optional reduction Subsidiary's) receipt of the Commitment, payments of principal amount of Loans and imposition of any Net Available Cash Collateral requirements in respect of Letters of Credit otherwise set forth hereinan Asset Disposition, there shall occur a permanent reduction of the Commitment in an amount equal to one-hundred percent (100%) of the Net Proceeds of each private or public offering of Equity Interests of or by the Borrower has not reinvested such Net Available Cash in Additional Similar Assets (determined on a first-in, first-out basis), or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in the case of a private offering of Equity Interests, ii) to the extent that such Net Available Cash, when aggregated with all prior acquisitions of Additional Similar Assets effected with Net Available Cash during the aggregate fiscal year in which such Net Proceeds Available Cash is received, exceeds $50,000,000, on the date such excess Net Available Cash is received (the amount of all such offerings do not exceed $3,000,000unreinvested Net Available Cash, no prepayment will be required. (ii) Simultaneously with or of such excess Net Available Cash, as the reduction of case may be, the Commitment "Excess Disposition Proceeds"), by an amount equal to such Excess Disposition Proceeds; (b) on or prior to the date which is 30 days after the Borrower's receipt thereof, by an amount equal to 50% of the Net Cash Proceeds from each event described in Section 2.05(b)(iof any issuance or sale by the Borrower of its capital stock; (c) on or prior to the date which is 30 days after the Borrower's receipt thereof by an amount equal to 50% of the Net Cash Proceeds of any issuance or sale of Subordinated Debt by the Borrower; and (d) on the date of any determination thereof, by an amount equal 100% of any Excess Cash Flow; provided that after payment by the Borrower to the Agent of any amounts owing under clause (b) or (c), (i) an amount not to exceed 10% of Net Cash Proceeds received by the Borrower (in addition to amounts not used under clause (ii) below) shall repay outstanding Loans in be used by the Borrower for general working capital purposes (other than Store improvements or growth) and (ii) an amount necessary not to reduce exceed 40% of Net Cash Proceeds received by the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction Borrower, shall (without limitation of the Commitment. If, after repayment parenthetical in clause (i) above) be used solely in accordance with clause (z)(III) of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the CommitmentSection 6.12. (iii) Each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralization.

Mandatory Reductions. (i) In addition The Delay Draw Facility shall be permanently reduced to any required and optional reduction of zero on Delay Draw Termination Date, if the Commitment, payments of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there shall occur a permanent reduction of the Commitment in an amount equal ▇▇▇▇ Landing Effective Date has not occurred on or prior to one-hundred percent (100%) of the Net Proceeds of each private or public offering of Equity Interests of or by the Borrower or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be requireddate. (ii) Simultaneously with The Working Capital Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction of the Commitment Working Capital Facility by an the amount, if any, by which the amount equal to of the Net Proceeds from each event described in Section 2.05(b)(i), Working Capital Letter of Credit Facility exceeds the Borrower shall repay outstanding Loans in an amount necessary to reduce of the aggregate Outstanding Amount below the Advance Limit in effect Working Capital Facility after giving effect to such reduction of the CommitmentWorking Capital Facility; provided that each such reduction shall be made ratably among the Issuing Banks in accordance with their Working Capital Letter of Credit Commitments. IfLSP Gen Finance First Lien Credit Agreement (iii) The Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Working Capital Facility by the amount, after repayment if any, by which the amount of all Loans, the Outstanding Amount Swing Line Facility exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect Working Capital Facility after giving effect to such reduction of the CommitmentWorking Capital Facility. (iiiiv) Each reduction At such time as the Term Advances have been repaid in full, the Working Capital Facility shall be automatically and permanently reduced, on a pro rata basis, on each date on which prepayment thereof is required to be made pursuant to priority fourth of Section 3.11 of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and Security Deposit Agreement in each case upon not less than two (2) Business Days' irrevocable written notice an amount equal to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of applicable Reduction Amount; provided that each such reduction of the Commitment and accompanying Working Capital Facility shall be made ratably among the Working Capital Lenders in accordance with their Working Capital Commitments. Prior to the repayment in full of the Term Advances no reduction shall be required in respect of the Working Capital Facility as a result of any prepayment or Cash Collateralizationpursuant to Section 2.04(b).

Mandatory Reductions. (i) In addition (A) If after giving effect to any required and optional reduction or termination of Revolving A Commitments under this Section 2.06, the CommitmentLetter of Credit Sublimit or the Domestic Swing Line Loan Sublimit exceed the Aggregate Revolving A Commitments at such time, payments the Letter of principal Credit Sublimit or the Domestic Swing Line Loan Sublimit, as the case may be, shall be automatically reduced by the amount of Loans and imposition such excess. (A) If after giving effect to any reduction or termination of Cash Collateral requirements in respect of Letters of Credit otherwise set forth hereinRevolving B Commitments under this Section 2.06, there the Foreign Swing Line Loan Dollar Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit exceeds the Aggregate Revolving B Commitments at such time, the Foreign Swing Line Loan Dollar Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit, as applicable, shall occur a permanent reduction of the Commitment in an amount equal to one-hundred percent (100%) of the Net Proceeds of each private or public offering of Equity Interests of or be automatically reduced by the Borrower or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in the case amount of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be requiredexcess. (ii) Simultaneously The aggregate Term A Loan Commitments with respect to the reduction Initial Term A Loan shall be automatically and permanently reduced to zero on the date of the Commitment by an amount equal borrowing of the Initial Term A Loan. The aggregate Term A Loan Commitments with respect to the Net Proceeds from each event described in Section 2.05(b)(i), Fourteenth Amendment Incremental Term Loan shall be automatically and permanently reduced to zero on the Borrower shall repay outstanding Loans in an amount necessary to reduce Fourteenth Amendment Effective Date upon the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction borrowing of the CommitmentFourteenth Amendment Incremental Term Loan. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment.13971043v3 (iii) Each reduction The aggregate Term B-5 Loan Commitments with respect to the Fifteenth Amendment Term B-5 Loan shall be automatically and permanently reduced to zero on the Fifteenth Amendment Effective Date upon the borrowing of the Commitment, Fifteenth Amendment Term B-5 Loan. The aggregate Term B-5 Loan Commitments with respect to the Sixteenth Amendment Term B-5 Loan shall be automatically and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days permanently reduced to zero on the Sixteenth Amendment Effective Date upon the borrowing of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash CollateralizationSixteenth Amendment Term B-5 Loan.

Mandatory Reductions. (ia) In addition If the Borrower or any of its Subsidiaries issues debt or equity securities prior to January 29, 1999 (other than (w) equity securities issued in consideration for the acquisition of any required assets (including, without limitation, any equity interests of any other Person), (x) equity securities issued to the Borrower or any of its Subsidiaries, (y) directors' qualifying shares and optional (z) equity securities issued in the ordinary course of business in connection with now or hereafter existing employee stock purchase plans and other employee compensation arrangements and dividend reinvestment plans), the Borrower shall apply the net cash proceeds thereof until such amount has been fully applied either (I) to the collateralization of the Substitute Note so as to cause an equivalent reduction in the aggregate Letter of Credit Amount (or, if the Letter of Credit shall not have been issued, the aggregate Commitments) until the Letter of Credit Amount (or Commitments) has been reduced to zero; or (II) to the prepayment of outstanding Loans under the Acquisition Revolver, and simultaneously to the reduction of the Commitmentaggregate Commitments thereunder, payments of principal amount of until such Loans and imposition Commitments have been reduced to zero, or to a combination of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there (I) and (II) as the Borrower may elect. Each such reduction and payment or prepayment shall occur a permanent reduction within five Euro-Dollar Business Days of the Commitment in an amount equal to one-hundred percent (100%) of the Net Proceeds of each private or public offering of Equity Interests of or receipt by the Borrower or any Subsidiary of its Subsidiaries of such net cash proceeds, provided that if such net cash proceeds are less than $10,000,000, such reduction and payment or prepayment shall be effective upon receipt of proceeds such that, together with all other such amounts not previously applied, the net cash proceeds are equal to at least $20,000,000. The Borrower shall give the Administrative Agent at least five Euro-Dollar Business Days' notice of each application required to be made pursuant to this subsection (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securitiesa); provided; however, that in the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be required. (iib) Simultaneously with If, prior to the reduction Date of Issuance, collateral is pledged to secure the Substitute Note, the aggregate amount of the Commitment by an amount equal to Commitments shall be reduced in the Net Proceeds from each event described in Section 2.05(b)(i), same manner as the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters Letter of Credit in an amount necessary to reduce Amount would have been reduced had such collateral been pledged on or after the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction Date of the Commitment. (iii) Issuance. Each reduction of the Commitment, and accompanying prepayment or other application of funds, required by Commitments under this Section 2.05(b) will Agreement shall be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice applied ratably to the Lender, and shall include a certificate respective Commitments of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralizationall Banks.

Mandatory Reductions. (i) The Commitments shall automatically terminate on the earlier of (x) the Closing Date, after giving effect to the Loans made to the Borrower on the Closing Date and (y) the last day of Certain Funds Period. (ii) In addition the event that the Borrower or any of its Subsidiaries receives Net Cash Proceeds arising from any Equity Issuance by the Borrower, any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to clause (iii) below) or any required Prepayment Disposition, in each case during the period commencing on the Effective Date and optional reduction ending on the last day of the CommitmentCertain Funds Period, payments of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there then the Commitments then outstanding shall occur a permanent reduction of the Commitment be automatically reduced in an amount equal to one-hundred percent 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, such Subsidiary of such Net Cash Proceeds; provided that if at the time that any such Commitment reduction from any Prepayment Disposition would be required, the Borrower is required to offer to repurchase any NPA Notes pursuant to the Note Purchase Agreement with the Net Cash Proceeds of such Prepayment Disposition, then the Borrower may apply such Net Cash Proceeds on a pro rata basis (100%) determined on the basis of the aggregate outstanding principal amount of Commitments and NPA Notes at such time); provided, further, that (i) the portion of such Net Cash Proceeds allocated to the NPA Notes shall not exceed the amount of each private such Net Cash Proceeds required to be allocated to the NPA Notes pursuant to the applicable Note Purchase Agreement, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to reduce the Commitments in accordance with the terms hereof, and (ii) to the extent the holders of NPA Notes decline to have such Indebtedness repurchased or public offering prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to reduce the Commitments in accordance with the terms hereof. The Borrower shall promptly notify the Administrative Agent of the receipt by the Borrower, or, as applicable, such Subsidiary, of such Net Cash Proceeds from any such Equity Interests Issuance, Debt Issuance or Prepayment Disposition, and such notice shall be accompanied by a reasonably detailed calculation of or by such Net Cash Proceeds received. (iii) In the event that the Borrower or any Subsidiary (including in each caseof its Subsidiaries enters into any committed term loan facility for the purpose of financing the Transactions, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible automatically upon the effectiveness of the definitive documentation for or into equity securities); provided; however, that in such term loan facility and receipt by the case Administrative Agent of a private offering notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility, the Commitments then outstanding shall be reduced in an amount equal to 100% of Equity Interests, to the extent that committed amount under such Qualifying Term Loan Facility on the aggregate Net Proceeds date of all receipt by the Administrative Agent of such offerings do not exceed $3,000,000, no prepayment will be requirednotice. (iiiv) Simultaneously with In the reduction of event that a Qualifying Amendment to the Commitment Existing Credit Agreement is effective, the Commitments shall be reduced by an amount equal to the Net Proceeds from each event described in Section 2.05(b)(i), the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment£280,000,000. (iiiv) Each In the case of reductions or termination of the Commitments pursuant to Sections 2.06(b)(ii) and 2.06(b)(iii), each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will Commitments shall be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice applied first to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing Tranche B Commitments until the amount of such Tranche B Commitments outstanding is £0, and any remaining reductions shall be applied to the Tranche A Commitments until the amount of Tranche A Commitments outstanding is £0. (vi) In the case of reductions or termination of the Commitments pursuant to Section 2.06(b)(iv), each reduction of Commitments shall be applied first to the Commitment Tranche A Commitments until the amount of Tranche A Commitments outstanding is £0, and accompanying prepayment or Cash Collateralizationany remaining reductions shall be applied to the Tranche B Commitments until the amount of Tranche B Commitments outstanding is £0.

Mandatory Reductions. Subject in all cases to ss.28: (ia) In addition to any required and optional reduction of On December 31, 2001, the Commitment, payments of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there Borrowers shall occur a permanent reduction of prepay the Commitment Term Loan in an amount equal to one-$53,700,000. (c) In the event any Subordinated Debt Offering occurs at any time after the First Amendment Effective Date, the Borrowers shall make a Pro Rata Payment to the Lenders in accordance with ss.ss.4A(d) and (e) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private the first $200,000,000 of such Subordinated Debt Offering(s). (d) The Revolver Payment Amount shall be applied first, to repay any outstanding Swing Line Loans, second, to repay unpaid Reimbursement Obligations, third, to repay outstanding Revolving Credit Loans, or public offering of Equity Interests of or if no Revolving Credit Loans shall be outstanding, to be held by the Borrower or any Subsidiary (including in each caseAdministrative Agent as collateral security for the Reimbursement Obligations, without limitationPROVIDED, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; howeverHOWEVER, that if the amount of cash collateral held by the Administrative Agent exceeds the amount of the Reimbursement Obligations, the Administrative Agent shall apply such excess amount to the outstanding amount of the Term Loan in accordance with the provisions set forth below. Each payment of any unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Revolving Credit Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of a private offering of Equity Interests, each Revolving Credit Lender's Revolving Credit Note with adjustments to the extent that practicable to equalize any prior payments or repayments not exactly in proportion. In addition, the aggregate Net Proceeds of all such offerings do not exceed $3,000,000Total Commitment shall be reduced by the Revolver Payment Amount, no prepayment will be required. (ii) Simultaneously with whereupon the reduction Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Commitment by an amount equal to Percentages or, as the Net Proceeds from each event described in Section 2.05(b)(i)case may be, terminated. The Administrative Agent will notify the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect Revolving Credit Lenders promptly after giving effect to such reduction receiving any notice of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary Borrowers delivered pursuant to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitmentthis ss. (iii) Each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralization.

Mandatory Reductions. (i) In addition connection with any Asset Sale by the Borrower or any of its Subsidiaries in accordance with Section 5.02(i) pursuant to which Asset Sale the Borrower and/or any of its Subsidiaries receives aggregate Net Asset Sale Proceeds in excess of $5,000,000 for any individual Asset Sale or $10,000,000 for all Asset Sales in any one calendar year, no later than one Business Day after the date of receipt by the Borrower and/or any of its Subsidiaries of such Net Asset Sale Proceeds, the Commitments and the Long Term Facility Commitments shall be permanently reduced as provided in clause (iv) in an aggregate amount equal to: (A) 75% of such aggregate Net Asset Sale Proceeds, if received in connection with a sale of all or any portion of the SPC Business or the Argentine Business, and (B) 100% of such aggregate Net Asset Sale Proceeds, if received in connection with any Asset Sale other than a sale of the SPC Business or the Argentine Business. (ii) On the Business Day following receipt of Net Securities Proceeds from the issuance of any capital stock by the Borrower or, if capital stock of a Subsidiary is issued to any required and optional reduction Person other than the Borrower or a Subsidiary of a Borrower, any Subsidiary of the CommitmentBorrower, payments of principal amount of Loans the Commitments and imposition of Cash Collateral requirements the Long Term Facility Commitments shall be permanently reduced as provided in respect of Letters of Credit otherwise set forth herein, there shall occur a permanent reduction of the Commitment clause (iv) in an amount equal to one-hundred percent (100%) of the such Net Proceeds of each private or public offering of Equity Interests of or by the Borrower or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be required. (ii) Simultaneously with the reduction of the Commitment by an amount equal to the Net Proceeds from each event described in Section 2.05(b)(i), the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the CommitmentSecurities Proceeds. (iii) Each reduction On the Business Day following receipt of Net Securities Proceeds from the incurrence of any Debt described in clause (i) of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer definition thereof of the Borrower setting forth and its Subsidiaries (other than Debt secured by Liens permitted by clauses (ii) or (iii) of Section 5.02(a), Debt consisting of commercial paper for which this Agreement provides backup, Debt consisting of Advances, Debt owing to a Subsidiary of the Borrower and Debt for the deferred purchase price of goods and services), the Commitments and the Long Term Facility Commitments shall be permanently reduced as provided in reasonable detail the calculations utilized clause (iv) in computing the an amount equal to 50% of such Net Securities Proceeds. (iv) Any mandatory reduction of Commitments and Long Term Facility Commitments pursuant to clauses (i)-(iii) above shall be applied first to permanently reduce the Commitment Long Term Facility Commitments until they equal $200,000,000, and accompanying prepayment or Cash Collateralizationsecond to permanently reduce the Commitments and the Long Term Facility Commitments on a Pro Rata Basis.

Mandatory Reductions. (i) In addition If, prior to the Closing Date, the Borrower engages in any required and optional reduction offering of the Commitment, payments or incurrence of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there shall occur a permanent reduction of the Commitment in an amount equal to one-hundred percent (100%) of the Net Proceeds of each private any Indebtedness or public any sale or offering of Equity Interests of or by which produces Net Issuance Proceeds, then the Borrower or any Subsidiary (including in each case, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); provided; however, that in Aggregate Commitments shall reduce on the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all Business Day on which such offerings do not exceed $3,000,000, no prepayment will be required. (ii) Simultaneously with the reduction of the Commitment event occurs by an amount equal to the Net Issuance Proceeds from each event described in Section 2.05(b)(i)associated with such incurrence or offering of Equity Interests, as applicable. (ii) If, prior to the Closing Date, the Borrower obtains an amendment of the Revolving Credit Agreement to permit, among other things, the Acquisition, or otherwise replaces the Revolving Credit Agreement with a new senior revolving credit agreement, the Aggregate Commitments shall repay outstanding Loans in be permanently reduced by an amount necessary equal to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction commitments of the Commitment. If, after repayment of all Loans, lenders thereunder; provided that the Outstanding Amount exceeds the Commitment then foregoing reduction shall in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitmentno event exceed $200,000,000. (iii) Each reduction If, prior to the Closing Date, the Borrower engages in any Asset Sale (including, for the avoidance of doubt, Asset Sales of Equity Interests of its Subsidiaries, of Equity Interests of an MLP or SUGS Drop Down) and the CommitmentBorrower has not given a Reinvestment Notice with respect to such Asset Sale, and accompanying prepayment or other application of fundsthen Aggregate Commitments shall be reduced in an amount equal to any Net Asset Sale Proceeds until such time as the Aggregate Commitments do not exceed $1,250,000,000. In addition, required by this Section 2.05(b) will be made within ten (10) on the 1st Business Days of Day after the issuance expiration of any such Equity InterestsReinvestment Period, without regard the Aggregate Commitments shall be reduced in an amount equal to any contingencies, earnouts or future payments, and in each case upon Net Asset Sale Proceeds not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralizationso reinvested.

Mandatory Reductions. (i) The Commitments shall automatically terminate on the earlier of (x) the Closing Date, after giving effect to the Loans made to the Borrower on the Closing Date and (y) the last day of Certain Funds Period. (ii) In addition the event that the Borrower or any of its Subsidiaries receives Net Cash Proceeds arising from any Equity Issuance by the Borrower, any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to clause (iii) below) or any required Prepayment Disposition, in each case during the period commencing on the Effective Date and optional reduction ending on the last day of the CommitmentCertain Funds Period, payments of principal amount of Loans and imposition of Cash Collateral requirements in respect of Letters of Credit otherwise set forth herein, there then the Commitments then outstanding shall occur a permanent reduction of the Commitment be automatically reduced in an amount equal to one-hundred percent 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, such Subsidiary of such Net Cash Proceeds; provided that if at the time that any such Commitment reduction from any Prepayment #89114709v24 Disposition would be required, the Borrower is required to offer to repurchase any NPA Notes pursuant to the Note Purchase Agreement with the Net Cash Proceeds of such Prepayment Disposition, then the Borrower may apply such Net Cash Proceeds on a pro rata basis (100%) determined on the basis of the aggregate outstanding principal amount of Commitments and NPA Notes at such time); provided, further, that (i) the portion of such Net Cash Proceeds allocated to the NPA Notes shall not exceed the amount of each private such Net Cash Proceeds required to be allocated to the NPA Notes pursuant to the applicable Note Purchase Agreement, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to reduce the Commitments in accordance with the terms hereof, and (ii) to the extent the holders of NPA Notes decline to have such Indebtedness repurchased or public offering prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to reduce the Commitments in accordance with the terms hereof. The Borrower shall promptly notify the Administrative Agent of the receipt by the Borrower, or, as applicable, such Subsidiary, of such Net Cash Proceeds from any such Equity Interests Issuance, Debt Issuance or Prepayment Disposition, and such notice shall be accompanied by a reasonably detailed calculation of or by such Net Cash Proceeds received. (iii) In the event that the Borrower or any Subsidiary (including in each caseof its Subsidiaries enters into any committed term loan facility for the purpose of financing the Transactions, without limitation, any security not constituting Indebtedness exchangeable, exercisable or convertible automatically upon the effectiveness of the definitive documentation for or into equity securities); provided; however, that in such term loan facility and receipt by the case Administrative Agent of a private offering notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility, the Commitments then outstanding shall be reduced in an amount equal to 100% of Equity Interests, to the extent that committed amount under such Qualifying Term Loan Facility on the aggregate Net Proceeds date of all receipt by the Administrative Agent of such offerings do not exceed $3,000,000, no prepayment will be requirednotice. (iiiv) Simultaneously with In the reduction of event that a Qualifying Amendment to the Commitment Existing Credit Agreement is effective, the Commitments shall be reduced by an amount equal to the Net Proceeds from each event described in Section 2.05(b)(i), the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment. If, after repayment of all Loans, the Outstanding Amount exceeds the Commitment then in effect, the Borrower will also Cash Collateralize the Outstanding Amount of Letters of Credit in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such reduction of the Commitment£280,000,000. (iiiv) Each In the case of reductions or termination of the Commitments pursuant to Sections 2.06(b)(ii) and 2.06(b)(iii), each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will Commitments shall be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice applied first to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing Tranche B Commitments until the amount of such Tranche B Commitments outstanding is £0, and any remaining reductions shall be applied to the Tranche A Commitments until the amount of Tranche A Commitments outstanding is £0. (vi) In the case of reductions or termination of the Commitments pursuant to Section 2.06(b)(iv), each reduction of Commitments shall be applied first to the Commitment Tranche A Commitments until the amount of Tranche A Commitments outstanding is £0, and accompanying prepayment or Cash Collateralizationany remaining reductions shall be applied to the Tranche B Commitments until the amount of Tranche B Commitments outstanding is £0.

Mandatory Reductions. (ia) In addition to any required and optional There shall be a mandatory reduction of the CommitmentTerm B Loan Commitment Amount, payments of principal amount of Loans the Revolving Commitment Amount and imposition of Cash Collateral requirements in respect of Letters of the commitments under the Existing Credit otherwise set forth herein, there shall occur a permanent reduction of the Commitment in Agreement by an amount equal to one-one hundred percent (100%) of Net Available Cash from any Asset Sale of any Dedicated Assets; provided, however, that the Borrower may, at its discretion retain (and, as a consequence of such retention, these shall be excluded from such mandatory reduction) up to an aggregate of $75,000,000 of such Net Proceeds Available Cash so long as such Net Available Cash is applied by the Borrower in accordance with Section 8.2.10(b) hereof. (b) Upon the conversion of each private or public offering of Equity Interests of or any non-cash proceeds realized from any transaction described in clause (a) above (whether received by the Borrower or any Subsidiary (including in each caseSubsidiary) to cash, without limitation, the principal amount of such proceeds and any security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities); interest attributable thereto shall be deemed to be Net Available Cash and applied by the Agent as hereinafter provided; however, that in the case of a private offering of Equity Interests, to the extent that the aggregate Net Proceeds of all such offerings do not exceed $3,000,000, no prepayment will be required. (iic) Simultaneously with the Any reduction of the Commitment by an amount equal Amounts described in clauses (a) and (b) shall be effective on the first Business Day following the Borrower's receipt of any related Net Available Cash. All such amounts shall be applied to the Net Proceeds from each event described in Section 2.05(b)(i), the Borrower shall repay outstanding Loans in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such ratable reduction of the CommitmentTerm B Loan Commitment Amount, the Revolving Commitment Amount and the commitments under the Existing Credit Agreement. IfTo that end, after repayment of all such amounts shall first be applied to ratably prepay the Term B Loans, Revolving Loans and the Outstanding loans under the Existing Credit Agreement, and the corresponding cancellation of the Revolving Commitment Amount exceeds and the commitments under the Existing Credit Agreement by the respective amount of such prepayments and to the cancellation of the unused portion of the Revolving Commitment Amount and the commitments under the Existing Credit Agreement and finally to ratably cash collaterize outstanding Letter of Credit and letters of credit under the Existing Credit Agreement. (d) To the extent that prior to the Revolving Loan Commitment Termination Date the Revolving Commitment Amount is less than the aggregate amount of the Letter of Credit Outstandings and Revolving Loans on any date prior to the Revolving Loan Commitment Termination Date, then in effect, the Borrower will also Cash Collateralize must deposit with the Outstanding Amount Agent cash collateral in accordance with Section 4.7 hereof. (e) Notwithstanding anything to the contrary in this Section 2.2.2 (but subject to the terms of Letters Section 2.2.3), if the Term B Lead Arrangers shall demand a mandatory prepayment of Credit the Term B Loans pursuant to the terms of the Fee Letter, all Term B Loans shall be due and payable, and any payment in an amount necessary to reduce the aggregate Outstanding Amount below the Advance Limit in effect after giving effect to such respect thereof shall be applied as a mandatory reduction of the CommitmentTerm B Loan Commitment Amount. (iii) Each reduction of the Commitment, and accompanying prepayment or other application of funds, required by this Section 2.05(b) will be made within ten (10) Business Days of the issuance of any such Equity Interests, without regard to any contingencies, earnouts or future payments, and in each case upon not less than two (2) Business Days' irrevocable written notice to the Lender, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such reduction of the Commitment and accompanying prepayment or Cash Collateralization.