Common use of Mandatory Repayments of Loans Clause in Contracts

Mandatory Repayments of Loans. If at any time the outstanding amount of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B Commitment, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and any Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing Base, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstanding; second, to any Unpaid Reimbursement Obligations; third, pro rata to the Revolving Credit Loans; and fourth, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's applicable Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Loans. (a) If at any time the outstanding amount sum of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B CommitmentTranche A Loans, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and any all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Tranche A Commitment and (ii) the Borrowing BaseAmount, then the Borrower shall immediately pay the amount of such excess to the Managing Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstanding; second, application first to any Unpaid Reimbursement Obligations; , second to the Tranche A Loans and third, to be held by the Managing Agent, as cash collateral for the Maximum Drawing Amount. (b) If at any time the sum of the outstanding amount of the Tranche C Loans exceeds the Tranche C Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Managing Agent for the respective accounts of the Banks for application to the Tranche C Loans. (c) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2001 and continuing through, and including, February 28, 2004, if the Total Leverage Ratio as at the last day of such fiscal year exceeds 5.00:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, pro rata to the Revolving Credit Loans; remaining principal installments of the Tranche B Term Loan and fourthof the Tranche C Term Loan and (ii) second, if the Tranche B Term Loan and the Tranche C Term Loan have been repaid in full, to provide to repay the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b) and (c)Tranche A Loans. Each payment of any Unpaid Reimbursement Obligations or such mandatory prepayment of Revolving Credit Loans shall be allocated among the Banks, Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Reimbursement Obligation Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal (d) Within ten (10) days after any sale of any assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) (A) prior to the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan and to repay Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan and of the Tranche C Term Loan, and (ii) if the Term Loans have been paid in full and no Tranche C Loans are outstanding, to repay Tranche A Loans. If the Total Leverage Ratio as of the last day of the fiscal quarter most recently ended prior to such Sale is greater than 5.50:1.00, the Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans and Tranche C Loans (as the case may be); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. If the Total Leverage Ratio as of the last day of the fiscal quarter most recently ended prior to such sale is less than or equal to 5.50:1.00, the amount of Net Proceeds applied to repay the Tranche A Loans and, prior to the Tranche C Conversion Date, the amount of Net Proceeds applied to repay the Tranche C Loans may be reborrowed subject to the satisfaction in full of all other terms and conditions to such reborrowings set forth in this Credit Agreement and provided that (i) after giving effect to any such reborrowing, the Total Leverage Ratio as of the last day of the fiscal quarter most recently ended after such reborrowing is less than or equal to 5.50:1.00 and (ii) the respective unpaid principal proceeds of all such reborrowings are used solely for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of each Bank's applicable Revolving Credit Note, any Tranche C Loans or Tranche A Loans so repaid and not reborrowed and applied in accordance with adjustments to this Section 4.3(d). Any mandatory prepayment of principal of the extent practicable to equalize any prior payments or repayments not exactly in proportion.Loans required

Mandatory Repayments of Loans. If at any time (a) The Borrower promises to pay the outstanding amount of Facility A all Loans exceeds on the Total Facility A Commitmentearlier to occur of a Change in Control or the Maturity Date. In addition, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If if at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B CommitmentLoans, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and any all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing Baseat such time, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstandingUnpaid Reimbursement Obligations; second, to any Unpaid Reimbursement Obligations; third, pro rata to the Revolving Credit Loans; and fourththird, to provide to Cash Collateralize the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b3.2(b) and (c). Each payment . (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Unpaid Reimbursement Obligations or prepayment Asset Sale (other than Excluded Sales), then an amount equal to 100% of Revolving Credit Loans the Net Cash Proceeds from such Asset Sale shall be allocated among applied upon receipt to prepay principal of the Banks, outstanding Loans; provided that the requirements for mandatory repayment set forth in proportion, as nearly as practicable, to each Reimbursement Obligation or this paragraph (as the case may beb) the respective unpaid principal amount of each Bank's applicable Revolving Credit Note, with adjustments shall be reduced if and to the extent practicable that the Borrower elects, as hereinafter provided, to equalize cause all or part of such Net Cash Proceeds to be reinvested by the Borrower or by one or more of its Subsidiaries in Reinvestment Assets on or prior to the end of the applicable Reinvestment Period (herein called a "Reinvestment Election"). The Borrower may exercise the Reinvestment Election with respect to any prior payments Asset Sale only if (i) no Event of Default shall be continuing at the time of such Asset Sale, and (ii) the Borrower delivers a Reinvestment Notice with respect to such Asset Sale to the Administrative Agent not later than the thirtieth Business Day following the date of such Reinvestment Event, with such Reinvestment Election being effective with respect to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. On the Reinvestment Prepayment Date with respect to any Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied as a mandatory repayment of principal hereunder. (c) Nothing in this Section 2.7 shall be construed as a consent for, or repayments be deemed to permit, any Asset Sale not exactly in proportionotherwise permitted by this Credit Agreement. (d) Each repayment pursuant to this Section 2.7 shall be subject to Section 4.3 and accompanied by the payment of accrued interest on the principal repaid to the date of

Mandatory Repayments of Loans. (a) If at any time the outstanding amount sum of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B CommitmentTranche A Loans, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and any all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Tranche A Commitment and (ii) the Borrowing BaseAmount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstanding; second, application first to any Unpaid Reimbursement Obligations; , second to the Tranche A Loans and third, pro rata to be held by the Revolving Credit Loans; and fourthAdministrative Agent, to provide to the Agent as cash collateral for Reimbursement Obligations the Maximum Drawing Amount. (b) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Total Leverage Ratio as contemplated by Section 4.2(bat the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, to the remaining principal installments of the Tranche B Term Loan and (c)ii) second, if the Tranche B Term Loan has been repaid in full, to repay the Tranche A Loans. Each payment of any Unpaid Reimbursement Obligations or such mandatory prepayment of Revolving Credit Loans shall be allocated among the Banks, Banks in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid aggregate amounts outstanding on each Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (c) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Total Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such sale, the Borrower shall prepay the Loans by an amount equal to the net proceeds from such sale. Such Net Proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan and (ii) if the Tranche B Term Loan has been paid in full to repay Tranche A Loans. If such Total Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder 49 -42- shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (d) If as of the last day of the fiscal quarter most recently ended prior to the issuance of unsecured and subordinated debt by the Borrower or any of its Subsidiaries pursuant to Section 10.1(l) hereof, the Total Leverage Ratio calculated for the period of four consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) to the remaining principal installments of the Tranche B Term Loan, and (ii) if the Term Loan has been paid in full, to repay Tranche A Loans. If the Term Loan has been paid in full, and all outstanding borrowings under the Revolving Credit NoteLoans have been paid in full, with adjustments the Tranche A Commitment Amount shall be permanently reduced by the unapplied portion of fifty percent (50%) of such gross proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not reduce the scheduled repayment installments required under Section 3.2 hereof. The Tranche A Commitment Amount shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans; provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) In the event the gross proceeds from the Subordinated Notes (the "Subordinated Note Proceeds") exceed $300,000,000, in the aggregate, then within ten (10) days after the issuance of the Subordinated Notes, the Borrower shall prepay the Loans by an amount equal to the difference between the Subordinated Note Proceeds and $300,000,000 (the "Surplus Proceeds"). The Surplus Proceeds shall be applied pro rata to prepay outstanding Loans in all Tranches and to the extent practicable applied to equalize repay Revolving Credit Loans, the Tranche A Commitment Amount shall be permanently reduced by the amount of Revolving Credit Loans which were so repaid. In the event all outstanding Loans have been paid in full, the Tranche A Commitment Amount shall be permanently reduced by the amount of any prior payments or repayments remaining Surplus Proceeds. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of the Term Loan hereunder shall not exactly reduce the scheduled repayment installments required under Section 3.2 hereof. Any reductions in proportionthe Tranche A Commitment Amount shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.

Mandatory Repayments of Loans. (a) If at any time the outstanding amount sum of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B CommitmentTranche A Loans, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount and any all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Tranche A Commitment and (ii) the Borrowing BaseAmount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstanding; second, application first to any Unpaid Reimbursement Obligations; , second to the Tranche A Loans and third, to be held by the Administrative Agent, as cash collateral for the Maximum Drawing Amount. (b) If at any time the sum of the outstanding amount of the Tranche C Loans exceeds the Tranche C Commitment Amount, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks for application to the Tranche C Loans. (c) Within sixty (60) days after the end of each fiscal year of the Borrower commencing with the fiscal year ending February 28, 2002, if the Leverage Ratio as at the last day of such fiscal year exceeds 4.50:1.00, the Borrower shall repay the Loans in the aggregate principal amount equal to fifty percent (50%) of Consolidated Excess Cash Flow for such fiscal year. Each such mandatory prepayment of the Loans shall be applied (i) first, pro rata to the Revolving Credit Loans; remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and fourththe Tranche C Term Loan and (ii) second, if the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan have been repaid in full, to provide to repay the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b) and (c)Tranche A Loans. Each payment of any Unpaid Reimbursement Obligations or such mandatory prepayment of Revolving Credit Loans shall be allocated among the Banks, Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Reimbursement Obligation Bank's Notes evidencing the applicable Loan or Loans advanced under the applicable Tranche. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. In the event that any Tranche A Loans are required to be prepaid hereunder, the Tranche A Commitment Amount shall be reduced by the amount of such prepayment. (d) If as of the last day of the fiscal quarter most recently ended prior to a Sale of assets of the Borrower or of any of its Subsidiaries pursuant to Section 10.5 hereof, the Leverage Ratio calculated for the period of (4) four consecutive fiscal quarters ending on such last day on a pro forma basis after giving effect to such Sale and after giving effect to any repayment of Total Funded Debt to be made with the proceeds of such Sale is greater than or equal to 5.50:1.00, then within ten (10) days after such Sale, the Borrower shall prepay the Loans by an amount equal to the Net Proceeds from such Sale. Such Net Proceeds shall be applied (i) (A) prior to the Tranche C Conversion Date, pro rata to repay the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan, and (ii) if the Term Loans have been paid in full and no Tranche C Loans are outstanding, to repay Tranche A Loans. If such Leverage Ratio, calculated as provided above, is less than 5.50:1.00, then the Borrower may use the Net Proceeds from such Sale for the purpose of funding Permitted Acquisitions within the nine (9) month period commencing on the date of such Sale; provided, that any Net Proceeds from such Sale which are not reinvested in a Permitted Acquisition within such nine (9) month period shall be applied according to (i) and (ii) above. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of Term Loans hereunder shall not reduce the scheduled repayment installments required under Section 3.4 hereof. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such Net Proceeds applied to repay Tranche A Loans and Tranche C Loans (as the case may be) ); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective unpaid principal amount aggregate amounts outstanding of each Bank's Notes evidencing the Loan or Loans advanced under the applicable Revolving Credit NoteTranche. In the event that any Term Loan is required to be prepaid hereunder, with adjustments all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity. (e) If as of the last day of the fiscal quarter most recently ended prior to the extent practicable issuance of unsecured and subordinated debt by HoldCo, the Borrower or any of its Subsidiaries pursuant to equalize any Section 10.1(k) hereof, the Leverage Ratio calculated for the period of 4 consecutive fiscal quarters ending on such last day as if such unsecured and subordinated debt were outstanding on such date is greater than 6.50:1.00, then within ten (10) days after such issuance the Borrower shall prepay the Loans by an amount equal to fifty percent (50%) of the gross proceeds from such issuance. Such proceeds shall be applied (i) (A) prior payments or repayments to the Tranche C Conversion Date, pro rata to repay the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Loans, and (B) after the Tranche C Conversion Date, pro rata to the remaining principal installments of the Tranche B Term Loan, the Fund Tranche Term Loan and the Tranche C Term Loan, and (ii) if the Term Loans have been paid in full and no Tranche C Loans are outstanding, to repay Tranche A Loans. Any mandatory prepayment of principal of the Loans required hereunder shall be accompanied by a payment of all interest accrued to the date of such prepayment. Any mandatory prepayment of Term Loans hereunder shall not exactly reduce the scheduled repayment installments required under Section 3.4 hereof. The Tranche A Commitment Amount and the Tranche C Commitment Amount, respectively, shall be permanently reduced by the amount of such proceeds applied to repay Tranche A Loans and Tranche C Loans (as the case may be); provided that, such reduction shall not reduce the scheduled Tranche A Commitment Amount reductions set forth in Section 2.1.3 above. Each such mandatory prepayment shall be allocated among the Banks in proportion, as nearly as practicable, to the respective aggregate amounts outstanding on each Bank's Notes evidencing the Loan or Loans advanced under the applicable Tranche. In the event that any Term Loan is required to be prepaid hereunder, all principal amounts prepaid shall be applied against the scheduled installments of principal due on such Term Loan in the inverse order of maturity.

Mandatory Repayments of Loans. (a) If at any time the outstanding amount sum of Facility A Loans exceeds the Total Facility A Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for the account of the respective Banks. If at any time the outstanding amount of the Facility B Loans exceeds the Total Facility B CommitmentLoans, the Borrower shall immediately pay the amount of such excess for the account of the respective Banks. If at any time the outstanding amount of the Facility A Loans plus the outstanding amount of the Facility B Loans plus the outstanding amount of the Swing Line Loans plus the Maximum Drawing Amount of all Letters of Credit and any all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing BaseMaximum Availability, then the Borrower Borrowers shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Swing Line Loans outstandingUnpaid Reimbursement Obligations; second, to any Unpaid Reimbursement Obligationsthe Loans made by FNBB which are subject to Settlement; third, pro rata to the Revolving Credit LoansLoans which are not subject to Settlement; and fourth, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b) and (c)) hereof. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's applicable Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) Each Borrower hereby agrees to cause all good funds which are deposited into its accounts with its collection banks to be transferred to the Lock Box Account on a daily basis pursuant to the Agency Agreements to which such Borrower is a party. Each Borrower hereby authorizes the Agent to apply such funds deposited into the Lock Box Account, plus all other funds deposited into the Lock Box Account pursuant to Section 8.13 hereof, on the first Business Day immediately following receipt by the Agent of such funds (or on such later date as the Agent determines that good collected funds have been received), if no Event of Default has occurred and is continuing, first to any Unpaid Reimbursement Obligations; second to the Loans made by FNBB which are subject to Settlement; third to the Loans which are not subject to Settlement; and fourth, such excess, if any shall be credited to the Operating Account. From and after the occurrence and during the continuance of an Event of Default, the Agent shall apply all such funds which are deposited into the Lock Box Account to the Obligations in the manner set forth in Section 13.4 hereof and to provide cash collateral for any Obligations not then due and payable, including an amount equal to 105% of the Maximum Drawing Amount of all outstanding Letters of Credit to secure the Reimbursement Obligations in respect of such Letters of Credit.