Common use of Prepayments and Commitment Reductions Clause in Contracts

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, as applicable, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time (or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans or BBSY Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans or BBSY Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the scheduled repayment of installments thereof as the Borrower shall direct, and each prepayment of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified in Section 2.05(e)(iii) below in an amount equal to the lesser of (x) 100% of such Excess Proceeds and (y) the aggregate principal amount of the Term Loans then outstanding and (2) second, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), by an amount equal to the lesser of (I) 100% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) above, if any, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(e) shall be applied to the scheduled repayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments of the Term Loans made with such Net Proceeds from the relevant Asset Sale and (B) permanent reductions of the Revolving Credit Commitments in an amount not to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. (f) If, as of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by an amount equal to 15% of the Excess Impairment Charges within 30 days of the date of delivery of such financial statements. If, as a result of a reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to and the Administrative Agent, Co-Borrower may at any time or and from time to time voluntarily prepay Term Loans and Revolving Credit the Loans, as applicable, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m.A.M., New York City time (or such other later time which is acceptable to the Administrative Agent)time, (A) three Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans or BBSY Eurodollar Loans, no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and (B) no later than the time set forth thereof for the relevant Foreign Currency on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orAdministrative Schedule, in each casethe case of Foreign Currency Loans, the entire amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, if Eurocurrency Rate Loans or BBSY with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are to be prepaiddenominated); provided, that if a Eurodollar Loan or a Foreign Currency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower or the Co-Borrower, as applicable, shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Revolving Loans that any such notice may be contingent upon the consummation of a refinancing are ABR Loans and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) and Section 3.05shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Each prepayment of the outstanding Term Loans made pursuant to this Section 2.05(a2.11(a) shall be applied to against the remaining scheduled repayment installments of installments thereof as the Borrower shall direct, and each prepayment of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages principal due in respect of each the Term Loans in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant Facilitiesoptional prepayment, in direct order of maturity. (b) The Borrower may, upon notice to the Swing Line Lender If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with a copy to the Administrative AgentSection 7.2), at any time or from time an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 100% of the Net Cash Proceeds thereof shall be applied within ten (A10) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on Business Days after the date of such issuance or incurrence toward the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Term Loans as set forth in such notice shall be due and payable on the date specified thereinSection 2.11(d). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $7,500,000 in the Administrative Agent notifies the Borrower at aggregate in any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two ten (10) Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of toward the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified set forth in Section 2.05(e)(iii2.11(d); provided, that, notwithstanding the foregoing, (i) below in an amount equal no prepayment under this Section 2.11(c) shall be required to the lesser of (x) 100% of such Excess Proceeds and (y) extent that, prior to or after giving effect to the aggregate principal amount of prepayment, the Term Loans then outstanding and (2) secondSenior Secured Leverage Ratio, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.75 to the Administrative Agent pursuant to Section 6.01(a1.0; (ii) or within ten (b)10) Business Days after Reinvestment Prepayment Date, by an amount equal to the lesser Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d); and (Iiii) 100% in the event Borrower changes its fiscal year, the measurement period for the $7,500,000 threshold shall be the trailing twelve month period ending immediately prior to the commencement of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) above, if anythe new fiscal year, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap as of the last day of the most recently ended thereafter such new fiscal quarter for which financial statements have been delivered year, but in no event will Net Cash Proceeds received prior to the Administrative Agent Restatement Date be counted against the $7,500,000 threshold. (d) Amounts to be applied in connection with prepayments made pursuant to Section 6.01(a2.11(b) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(ec) shall be applied to the scheduled repayment prepayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders Loans in accordance with their respective Applicable Percentages Section 2.17(b). The application of each Term Loan Facilityany prepayment pursuant to Section 2.11(b) or (c) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11(b) or (c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ive) If, as a result of a reduction on any Calculation Date, (i) the aggregate Dollar Equivalents of the Revolving Credit Commitments pursuant outstanding principal amounts of Foreign Currency Loans exceeds an amount equal to the application 105% of the Asset Sale Sweep ProvisionsForeign Currency Sublimit, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the outstanding Foreign Currency Loans in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit exceed the Total Revolving Commitments for four consecutive Business Days thereafter, then on such fourth Business Day thereafter, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters Extensions of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments of the Term Loans made with such Net Proceeds from the relevant Asset Sale and (B) permanent reductions of the Revolving Credit Commitments in an amount do not to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. (f) If, as of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by an amount equal to 15% of the Excess Impairment Charges within 30 days of the date of delivery of such financial statements. If, as a result of a reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationCommitments.

Prepayments and Commitment Reductions. (a) The Borrower may, upon at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty, by giving irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit in the case of prepayments of ABR Loans, as applicable, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time (or such other on the date of prepayment, and in the case of prepayments of Eurodollar Loans, not later than 11:00 a.m., New York City time which is acceptable to on the Administrative Agent), (A) date three Business Days prior to any date of prepayment of Eurocurrency Rate Loans or BBSY Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprepayment, in each case, the entire amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, in each case if Eurocurrency Rate Loans or BBSY Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that any prepayment of a Eurodollar Loan is subject to the terms of subsection 4.14 hereof. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with all interest accrued and unpaid on such amount and any amounts payable pursuant to subsection 4.14. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; provided that any such notice may be contingent upon the consummation if outstanding principal amount of a refinancing and such notice may otherwise be extended or revokedLoan is less than $500,000, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the scheduled repayment of installments thereof as the Borrower shall direct, and each prepayment may prepay the full amount of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Loan. (b) The Subject to subsection 4.5(c), the Borrower mayshall have the right, upon not less than three Business Days' notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or to terminate the Aggregate Commitments or, from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by to reduce the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on the date amount of the prepayment, and (B) any Aggregate Commitments. Any such prepayment reduction shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% $1,000,000 or a whole multiple of the Aggregate Commitments then $500,000 in effect, then, within two Business Days after receipt of such notice, the Borrower excess thereof and shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed permanently the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% Termination of the Aggregate Commitments then in effectshall also terminate the obligation of the Issuing Bank to issue Letters of Credit. (dc) If In the Administrative Agent notifies the Borrower at event of any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% termination of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such noticeAggregate Commitments, the Borrower shall on the date of such termination repay or prepay all of its outstanding Loans (together with accrued and unpaid interest on the Loans so prepaid), reduce the Letter of Credit Outstandings to zero and cause all Letters of Credit to be canceled and returned to the Issuing Bank (or shall cash collateralize the Letter of Credit Outstandings on terms and pursuant to documentation reasonably satisfactory to the Issuing Bank and the Administrative Agent). In the event of any partial reduction of the Aggregate Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Aggregate Exposure of all the Lenders and (ii) if the Aggregate Exposure of all the Lenders would exceed the Aggregate Commitments after giving effect to such reduction, then, prior to giving effect to such reduction, the Borrower shall, on the date of such reduction, first, repay or prepay Loans and/or shall Cash Collateralize (together with accrued and unpaid interest on the L/C Obligations Loans) and, second, reduce the Letter of Credit Outstandings (or cash collateralize the Letter of Credit Outstandings on terms and pursuant to documentation reasonably satisfactory to the Issuing Bank and the Administrative Agent), in an aggregate amount sufficient to reduce eliminate such Outstanding Amount as excess. (d) In the event of such date a Borrowing Base Deficiency, the Loans shall be repaid, and the Letter of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; providedCredit Outstandings shall be reduced or cash collateralized, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be extent required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated by and in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimitaccordance with subsection 4.10. (e) Promptly following (i) In the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in event the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a any prepayment of the Term Loans as specified in Section 2.05(e)(iii) below in an amount equal required to the lesser of (x) 100% of such Excess Proceeds and (y) be made above shall exceed the aggregate principal amount of the Term outstanding ABR Loans then outstanding and (2) second, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding Revolving applicable ABR Loans and to deposit an amount equal to the Excess Amount with, and (ii) in the event that Letter of Credit Commitments exceeds Outstandings are required to be cash collateralized, the Principal Property Cap as Borrower shall deposit an amount equal to the aggregate amount of Letter of Credit Outstandings to be cash collateralized with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the last day Administrative Agent for the ratable benefit of the most recently ended fiscal quarter Lenders. Any amounts so deposited shall be held by the Administrative Agent as collateral for the obligations of the Borrower under this Agreement and applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto or to the payment of reimbursement obligations with respect to Letter of Credit Outstandings, as the case may be, or, during an Event of Default, to payment of any obligations under this Agreement (including obligations in respect of the Letters of Credit). On any Business Day on which financial statements (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this subsection 4.5(e) and (ii) the Borrower shall have been delivered to the Administrative Agent pursuant to Section 6.01(aa written request or a telephonic request (which shall be promptly confirmed in writing) or (b)that such remaining collected amounts be invested in the Cash Equivalent specified in such request, by an amount equal to the lesser of (I) 100% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) above, if any, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant shall use its reasonable efforts to Section 6.01(a) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to invest such remaining collected amounts in such Cash Equivalent, provided, however, that the Administrative Agent pursuant shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to Section 6.01(athe same extent that it has dominion and control over such cash collateral account and no Cash Equivalent shall mature after the end of the Interest Period (or the expiry date of the Letter of Credit) for which it is to be applied. The Borrower shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Loans and accrued interest thereon and Letter of Credit Outstandings are paid in full (or such Letters of Credit have expired) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) if a Default or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a exists or would result. Any prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans collateralization pursuant to this Section 2.05(esubsection 4.5(e) shall be applied to in the scheduled repayment of installments thereof order set forth in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments of the Term Loans made with such Net Proceeds from the relevant Asset Sale and (B) permanent reductions of the Revolving Credit Commitments in an amount not to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (cii) of the definition second sentence of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating the amount of Cumulative Retained Asset Sale Net Proceedssubsection 4.5(c). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. (f) If, as of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by an amount equal to 15% of the Excess Impairment Charges within 30 days of the date of delivery of such financial statements. If, as a result of a reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to and the Administrative Agent, Co-Borrower may at any time or and from time to time voluntarily prepay Term Loans and Revolving Credit the Loans, as applicable, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m.A.M., New York City time (or such other later time which is acceptable to the Administrative Agent)time, (A) three Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans or BBSY Eurodollar Loans, no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and (B) no later than the time set forth thereof for the relevant Foreign Currency on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orAdministrative Schedule, in each casethe case of Foreign Currency Loans, the entire amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, if Eurocurrency Rate Loans or BBSY with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are to be prepaiddenominated); provided, that if a Eurodollar Loan or a Foreign Currency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower or the Co-Borrower, as applicable, shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Revolving Loans that any such notice may be contingent upon the consummation of a refinancing are ABR Loans and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(aand Revolving Loans (other than Foreign Currency Loans) shall be applied to the scheduled repayment in an aggregate principal amount of installments thereof as the Borrower shall direct, and each prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in respect of each of a minimum amount as set forth for the relevant FacilitiesForeign Currency on the Administrative Schedule. (b) The Borrower may, upon notice to the Swing Line Lender If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with a copy to the Administrative AgentSection 7.2), at any time or from time an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 100% of the Net Cash Proceeds thereof shall be applied within ten (A10) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on Business Days after the date of such issuance or incurrence toward the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Term Loans as set forth in such notice shall be due and payable on the date specified thereinSection 2.11(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $5,000,000 in the Administrative Agent notifies the Borrower at aggregate in any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two ten (10) Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of toward the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified set forth in Section 2.05(e)(iii2.11(e); provided, that, notwithstanding the foregoing, (i) below in an amount equal no prepayment under this Section 2.11(c) shall be required to the lesser of (x) 100% of such Excess Proceeds and (y) extent that, prior to or after giving effect to the aggregate principal amount of prepayment, the Term Loans then outstanding and (2) secondSenior Secured Leverage Ratio, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to the Administrative Agent pursuant to Section 6.01(a1.0; (ii) or within ten (b)10) Business Days after Reinvestment Prepayment Date, by an amount equal to the lesser Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); and (iii) in the event Borrower changes its fiscal year, the measurement period for the $5,000,000 threshold shall be the trailing twelve month period ending immediately prior to the commencement of the new fiscal year, and thereafter such new fiscal year, but in no event will Net Cash Proceeds received prior to the Restatement Date be counted against the $5,000,000 threshold. (d) If, for any fiscal year of the Borrower commencing with the 2015 fiscal year, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (Ix) 10050% of such Excess Proceeds minus Cash Flow over (y) any amount optional prepayments of the Term Loans during such Excess Proceeds which were applied pursuant fiscal year toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that no prepayment under this Section 2.11(d) shall be required to clause (1) abovethe extent that, if anyprior to or after giving effect to the prepayment, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap Senior Secured Leverage Ratio, recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to 1.0. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to Section 6.01(a2.11(b), (c) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(ed) shall be applied to the scheduled repayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments prepayment of the Term Loans made in accordance with such Net Proceeds from the relevant Asset Sale and Section 2.17(b). The application of any prepayment pursuant to Section 2.11(b), (Bc) permanent reductions or (d) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Credit Commitments in an amount not Loans under Section 2.11(b), (c) or (d) shall be accompanied by accrued interest to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating prepayment on the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationprepaid. (f) If, as on any Calculation Date, (i) the aggregate Dollar Equivalents of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as outstanding principal amounts of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by Foreign Currency Loans exceeds an amount equal to 15105% of the Excess Impairment Charges within 30 days Foreign Currency Sublimit, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the date of delivery of outstanding Foreign Currency Loans in an aggregate principal amount such financial statements. Ifthat, as a result of a reduction after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit exceed the Total Revolving Commitments pursuant to this Section 2.05(f)for four consecutive Business Days thereafter, then on such fourth Business Day thereafter, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit Outstandings do not exceed the Total Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationCommitments.

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans and Revolving Credit the Loans, as applicable, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m.A.M., New York City time (or such other later time which is acceptable to the Administrative Agent)time, (A) three Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans or BBSY Eurodollar Loans, no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and (B) no later than the time set forth thereof for the relevant Foreign Currency on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orAdministrative Schedule, in each case, the entire amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, if Eurocurrency Rate Loans or BBSY with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are to be prepaiddenominated); provided, that if a Eurodollar Loan or a Foreign Currency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Revolving Loans that any such notice may be contingent upon the consummation of a refinancing are ABR Loans and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(aand Revolving Loans (other than Foreign Currency Loans) shall be applied to the scheduled repayment in an aggregate principal amount of installments thereof as the Borrower shall direct, and each prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in respect of each of a minimum amount as set forth for the relevant FacilitiesForeign Currency on the Administrative Schedule. (b) The Borrower may, upon notice to the Swing Line Lender If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with a copy to the Administrative AgentSection 7.2), at any time or from time an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 100% of the Net Cash Proceeds thereof shall be applied within ten (A10) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on Business Days after the date of such issuance or incurrence toward the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Term Loans as set forth in such notice shall be due and payable on the date specified thereinSection 2.11(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $5,000,000 in the Administrative Agent notifies the Borrower at aggregate in any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two ten (10) Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of toward the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified set forth in Section 2.05(e)(iii2.11(e); provided, that, notwithstanding the foregoing, (i) below in an amount equal no prepayment under this Section 2.11(c) shall be required to the lesser of (x) 100% of such Excess Proceeds and (y) extent that, prior to or after giving effect to the aggregate principal amount of prepayment, the Term Loans then outstanding and (2) secondTotal Leverage Ratio, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to the Administrative Agent pursuant to Section 6.01(a1.0; (ii) or within ten (b)10) Business Days after Reinvestment Prepayment Date, by an amount equal to the lesser Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); and (iii) in the event Borrower changes its fiscal year, the measurement period for the $5,000,000 threshold shall be the trailing twelve month period ending immediately prior to the commencement of the new fiscal year, and thereafter such new fiscal year, but in no event will Net Cash Proceeds received prior to the Closing Date be counted against the $5,000,000 threshold. (d) If, for any fiscal year of the Borrower commencing with the 2012 fiscal year, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (Ix) 10050% of such Excess Proceeds minus Cash Flow over (y) any amount optional prepayments of the Term Loans during such Excess Proceeds which were applied pursuant fiscal year toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that no prepayment under this Section 2.11(d) shall be required to clause (1) abovethe extent that, if anyprior to or after giving effect to the prepayment, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap Total Leverage Ratio, recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to 1.0. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to Section 6.01(a2.11(b), (c) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(ed) shall be applied to the scheduled repayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments prepayment of the Term Loans made in accordance with such Net Proceeds from the relevant Asset Sale and Section 2.17(b). The application of any prepayment pursuant to Section 2.11(b), (Bc) permanent reductions or (d) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Credit Commitments in an amount not Loans under Section 2.11(b), (c) or (d) shall be accompanied by accrued interest to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating prepayment on the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationprepaid. (f) If, as on any Calculation Date, (i) the aggregate Dollar Equivalents of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as outstanding principal amounts of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by Foreign Currency Loans exceeds an amount equal to 15105% of the Excess Impairment Charges within 30 days Foreign Currency Sublimit the Borrower shall, without notice or demand, immediately repay such of the date of delivery of outstanding Foreign Currency Loans in an aggregate principal amount such financial statements. Ifthat, as a result of a reduction after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit exceed the Total Revolving Commitments pursuant to this Section 2.05(f)for four consecutive Business Days thereafter, then on such fourth Business Day thereafter, the Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit Outstandings do not exceed the Total Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationCommitments.

Prepayments and Commitment Reductions. (a) The Borrower may, upon at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty, by giving irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit in the case of prepayments of ABR Loans, as applicable, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time (or such other on the date of prepayment, and in the case of prepayments of Eurodollar Loans, not later than 11:00 a.m., New York City time which is acceptable to on the Administrative Agent), (A) date three Business Days prior to any date of prepayment of Eurocurrency Rate Loans or BBSY Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprepayment, in each case, the entire amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, in each case if Eurocurrency Rate Loans or BBSY Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that any prepayment of a Eurodollar Loan is subject to the terms of subsection 4.14 hereof. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with all interest accrued and unpaid on such amount and any amounts payable pursuant to subsection 4.14. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; provided that any such notice may be contingent upon the consummation if outstanding principal amount of a refinancing and such notice may otherwise be extended or revokedLoan is less than $500,000, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the scheduled repayment of installments thereof as the Borrower shall direct, and each prepayment may prepay the full amount of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Loan. (b) The Subject to subsection 4.5(c), the Borrower mayshall have the right, upon not less than three Business Days' notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or to terminate the Aggregate Commitments or, from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by to reduce the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on the date amount of the prepayment, and (B) any Aggregate Commitments. Any such prepayment reduction shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% $1,000,000 or a whole multiple of $500,000 in excess thereof and shall reduce permanently the Aggregate Commitments then in effect, then, within two Business Days after receipt subject to the rights of such noticethe Borrower under subsection 2.1(c). Termination of the Aggregate Commitments shall also terminate the obligation of the Issuing Bank to issue Letters of Credit. (c) In the event of any termination of the Aggregate Commitments, the Borrower shall on the date of such termination repay or prepay all of its outstanding Loans (together with accrued and unpaid interest on the Loans so prepaid), reduce the Letter of Credit Outstandings to zero and cause all Letters of Credit to be canceled and returned to the Issuing Bank (or shall cash collateralize the Letter of Credit Outstandings on terms and pursuant to documentation reasonably satisfactory to the Issuing Bank and the Administrative Agent). In the event of any partial reduction of the Aggregate Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Lenders of the Aggregate Exposure of all the Lenders and (ii) if the Aggregate Exposure of all the Lenders would exceed the Aggregate Commitments after giving effect to such reduction, then, prior to giving effect to such reduction, the Borrower shall, on the date of such reduction, first, repay or prepay Loans and/or shall Cash Collateralize (together with accrued and unpaid interest on the L/C Obligations Loans) and, second, reduce the Letter of Credit Outstandings (or cash collateralize the Letter of Credit Outstandings on terms and pursuant to documentation reasonably satisfactory to the Issuing Bank and the Administrative Agent), in an aggregate amount sufficient to reduce eliminate such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effectexcess. (d) If In the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% event of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such noticea Borrowing Base Deficiency, the Borrower Loans shall prepay Loans and/or be repaid, and the Letter of Credit Outstandings shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; providedbe reduced or cash collateralized, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be extent required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated by and in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimitaccordance with subsection 4.10. (e) Promptly following (i) In the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in event the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a any prepayment of the Term Loans as specified in Section 2.05(e)(iii) below in an amount equal required to the lesser of (x) 100% of such Excess Proceeds and (y) be made above shall exceed the aggregate principal amount of the Term outstanding ABR Loans then outstanding and (2) second, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay all the outstanding Revolving applicable ABR Loans and to deposit an amount equal to the Excess Amount with, and (ii) in the event that Letter of Credit Commitments exceeds Outstandings are required to be cash collateralized, the Principal Property Cap as Borrower shall deposit an amount equal to the aggregate amount of Letter of Credit Outstandings to be cash collateralized with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the last day Administrative Agent for the ratable benefit of the most recently ended fiscal quarter Lenders. Any amounts so deposited shall be held by the Administrative Agent as collateral for the obligations of the Borrower under this Agreement and applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto or Letter of Credit Outstandings, as the case may be, or, during an Event of Default, to payment of any obligations under this Agreement (including obligations in respect of the Letters of Credit). On any Business Day on which financial statements (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this subsection 4.5(e) and (ii) the Borrower shall have been delivered to the Administrative Agent pursuant to Section 6.01(aa written request or a telephonic request (which shall be promptly confirmed in writing) or (b)that such remaining collected amounts be invested in the Cash Equivalent specified in such request, by an amount equal to the lesser of (I) 100% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) above, if any, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant shall use its reasonable efforts to Section 6.01(a) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to invest such remaining collected amounts in such Cash Equivalent, provided, however, that the Administrative Agent pursuant shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to Section 6.01(a) or (b) (including by virtue the same extent that it has dominion and control over such cash collateral account and no Cash Equivalent shall mature after the end of any contemporaneous payment made pursuant the Interest Period for which it is to clause 2(x)(II) above), by an amount equal be applied. The Borrower shall not have the right to 25% of such Excess Proceeds minus withdraw any amount from such cash collateral account until the applicable Eurodollar Loans and accrued interest thereon and Letter of such Excess Proceeds which were applied pursuant to clause (1) Credit Outstandings are paid in full or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used a Default or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a exists or would result. Any prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans collateralization pursuant to this Section 2.05(esubsection 4.5(e) shall be applied to in the scheduled repayment of installments thereof order set forth in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments of the Term Loans made with such Net Proceeds from the relevant Asset Sale and (B) permanent reductions of the Revolving Credit Commitments in an amount not to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (cii) of the definition second sentence of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating the amount of Cumulative Retained Asset Sale Net Proceedssubsection 4.5(c). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. (f) If, as of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by an amount equal to 15% of the Excess Impairment Charges within 30 days of the date of delivery of such financial statements. If, as a result of a reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to and the Administrative Agent, Co-Borrower may at any time or and from time to time voluntarily prepay Term Loans and Revolving Credit the Loans, as applicable, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m.A.M., New York City time (or such other later time which is acceptable to the Administrative Agent)time, (A) three Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans or BBSY Eurodollar Loans, no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and (B) no later than the time set forth thereof for the relevant Foreign Currency on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orAdministrative Schedule, in each casethe case of Foreign Currency Loans, the entire amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, if Eurocurrency Rate Loans or BBSY with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are to be prepaiddenominated); provided, that if a Eurodollar Loan or a Foreign Currency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower or the Co-Borrower, as applicable, shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Revolving Loans that any such notice may be contingent upon the consummation of a refinancing are ABR Loans and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d) and Section 3.05. Each prepayment Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(aand Revolving Loans (other than Foreign Currency Loans) shall be applied to the scheduled repayment in an aggregate principal amount of installments thereof as the Borrower shall direct, and each prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in respect of each of a minimum amount as set forth for the relevant FacilitiesForeign Currency on the Administrative Schedule. (b) The Borrower may, upon notice to the Swing Line Lender If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with a copy to the Administrative AgentSection 7.2), at any time or from time an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 100% of the Net Cash Proceeds thereof shall be applied within ten (A10) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on Business Days after the date of such issuance or incurrence toward the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Term Loans as set forth in such notice shall be due and payable on the date specified thereinSection 2.11(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $5,000,000 in the Administrative Agent notifies the Borrower at aggregate in any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two ten (10) Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of toward the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified set forth in Section 2.05(e)(iii2.11(e); provided, that, notwithstanding the foregoing, (i) below in an amount equal no prepayment under this Section 2.11(c) shall be required to the lesser of (x) 100% of such Excess Proceeds and (y) extent that, prior to or after giving effect to the aggregate principal amount of prepayment, the Term Loans then outstanding and (2) secondSenior Secured Leverage Ratio, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to the Administrative Agent pursuant to Section 6.01(a1.0; (ii) or within ten (b)10) Business Days after Reinvestment Prepayment Date, by an amount equal to the lesser Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e); and (iii) in the event Borrower changes its fiscal year, the measurement period for the $5,000,000 threshold shall be the trailing twelve month period ending immediately prior to the commencement of the new fiscal year, and thereafter such new fiscal year, but in no event will Net Cash Proceeds received prior to the Closing Date be counted against the $5,000,000 threshold. (d) If, for any fiscal year of the Borrower commencing with the 2013 fiscal year, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (Ix) 10050% of such Excess Proceeds minus Cash Flow over (y) any amount optional prepayments of the Term Loans during such Excess Proceeds which were applied pursuant fiscal year toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided that no prepayment under this Section 2.11(d) shall be required to clause (1) abovethe extent that, if anyprior to or after giving effect to the prepayment, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap Senior Secured Leverage Ratio, recomputed as of at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to 1.0. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made pursuant to Section 6.01(a2.11(b), (c) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 365-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(ed) shall be applied to the scheduled repayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments prepayment of the Term Loans made in accordance with such Net Proceeds from the relevant Asset Sale and Section 2.17(b). The application of any prepayment pursuant to Section 2.11(b), (Bc) permanent reductions or (d) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Credit Commitments in an amount not Loans under Section 2.11(b), (c) or (d) shall be accompanied by accrued interest to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating prepayment on the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationprepaid. (f) If, as on any Calculation Date, (i) the aggregate Dollar Equivalents of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as outstanding principal amounts of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by Foreign Currency Loans exceeds an amount equal to 15105% of the Excess Impairment Charges within 30 days Foreign Currency Sublimit, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the date of delivery of outstanding Foreign Currency Loans in an aggregate principal amount such financial statements. Ifthat, as a result of a reduction after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments, and the Total Revolving Extensions of Credit exceed the Total Revolving Commitments pursuant to this Section 2.05(f)for four consecutive Business Days thereafter, then on such fourth Business Day thereafter, the Borrower and the Co-Borrower shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit Outstandings do not exceed the Total Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such terminationCommitments.

Prepayments and Commitment Reductions. (a) The Borrower may, upon notice to and the Administrative Agent, Co-Borrower may at any time or and from time to time voluntarily prepay Term Loans and Revolving Credit the Loans, as applicable, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m.A.M., New York City time (or such other later time which is acceptable to the Administrative Agent)time, (A) three Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans or BBSY Eurodollar Loans, no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and (B) no later than the time set forth thereof for the relevant Foreign Currency on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies other than A$ or any prepayment of BBSY Loans denominated in A$ shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orAdministrative Schedule, in each casethe case of Foreign Currency Loans, the entire amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or Foreign Currency Loans (and, if Eurocurrency Rate Loans or BBSY with respect to Foreign Currency Loans, the Foreign Currency in which such Loans are to be prepaiddenominated); provided, that if a Eurodollar Loan or a Foreign Currency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower or the Co-Borrower, as applicable, shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , together with (except in the case of Revolving Loans that any such notice may be contingent upon the consummation of a refinancing are ABR Loans and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 2.05(d. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) and Section 3.05shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Each prepayment of the outstanding Term Loans made pursuant to this Section 2.05(a2.11(a) shall be applied to against the remaining scheduled repayment installments of installments thereof as the Borrower shall direct, and each prepayment of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages principal due in respect of each the Term Loans in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant Facilitiesoptional prepayment, in direct order of maturity. (b) The Borrower may, upon notice to the Swing Line Lender If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with a copy to the Administrative AgentSection 7.2), at any time or from time an amount equal to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 100% of the Net Cash Proceeds thereof shall be applied within ten (A10) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time (or such other later time which is acceptable to the Swing Line Lender and the Administrative Agent) on Business Days after the date of such issuance or incurrence toward the prepayment, and (B) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Term Loans as set forth in such notice shall be due and payable on the date specified thereinSection 2.11(d). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $7,500,000 in the Administrative Agent notifies the Borrower at aggregate in any time that the Dollar Equivalent of the Total Outstandings at such time exceeds an amount equal to 105% of the Aggregate Commitments then in effect, fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two ten (10) Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of toward the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the incremental effects of further exchange rate fluctuations if the Dollar Equivalent of the Total Outstandings at such time less the amount of Cash Collateral held by the Administrative Agent for L/C Obligations exceeds an amount equal to 105% of the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after giving effect to the prepayment of the Revolving Credit Loans, the total Outstanding Amount denominated in Alternative Currencies under the Revolving Credit Facility at such time exceed 100% of the Alternative Currency Sublimit. (e) Promptly following the consummation of any Asset Sale pursuant to clause (a) of the definition thereof by the Borrower or a Restricted Subsidiary, or in the case of a Specified Asset Sale, a Domestic Unrestricted Subsidiary or Domestic Joint Venture that results in the amount of Cumulative Retained Asset Sale Net Proceeds (as of the date of such receipt) exceeding $500,000,000 (such excess amount, the “Excess Proceeds”), the Borrower shall (1) first, make (or cause to be made) a prepayment of the Term Loans as specified set forth in Section 2.05(e)(iii) below in an amount equal to the lesser of (x) 100% of such Excess Proceeds and (y) the aggregate principal amount of the Term Loans then outstanding and (2) second, when no Term Loans remain outstanding, permanently reduce the Revolving Credit Commitments (x) if the amount of outstanding Revolving Credit Commitments exceeds the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), by an amount equal to the lesser of (I) 100% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) above, if any, and (II) an amount sufficient to cause the remaining Revolving Credit Commitments not to exceed the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) and (y) if the amount of outstanding Revolving Credit Commitments is less than or equal to the Principal Property Cap as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) (including by virtue of any contemporaneous payment made pursuant to clause 2(x)(II) above), by an amount equal to 25% of such Excess Proceeds minus any amount of such Excess Proceeds which were applied pursuant to clause (1) or clause (2)(x)(II) above (collectively, the “Asset Sale Sweep Provisions”), if any, in each case subject to the following: (i) If prior to the date of any such required prepayment, the Borrower notifies the Administrative Agent in writing of (A) its and/or its Restricted Subsidiary’s intention to reinvest the Excess Proceeds of any Asset Sale in assets used or useful in the business of the Borrower or some or all of its Subsidiaries or Joint Ventures (including by way of any Permitted Acquisition) or (B) its Unrestricted Subsidiary’s or Joint Venture’s intention to reinvest the Excess Proceeds of its Specified Asset Sale in assets used or useful in the business of such Unrestricted Subsidiary or Joint Venture, as applicable, and certifies in such notice that no Event of Default then exists, then the Borrower shall not be required to make a prepayment or permanently reduce the Revolving Credit Commitments to the extent (x) the Excess Proceeds are so reinvested within 365 days following receipt thereof by the Borrower, such Joint Venture and/or such Subsidiary, or (y) if the Borrower, such Joint Venture and/or Subsidiary, as applicable, has committed in writing to so reinvest such Excess Proceeds during such 365509265-day period, such Excess Proceeds are so reinvested within 180 days after the expiration of such 3651496-day period; provided that, to the extent such Excess Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding Term Loans and/or permanently reduce the Revolving Credit Commitments, as applicable, after the expiration of such period in an amount equal to the amount required by the Asset Sale Sweep Provisions where, subject to Section 2.05(e)(v), the amount of Excess Proceeds for such purposes shall be the amount of Excess Proceeds not reinvested as set forth above; provided, further that, if such Asset Sale includes a Disposition of any Collateral, the assets in which the portion of Excess Proceeds derived from such Collateral are so reinvested as set forth above shall be reinvested in assets of one or more Loan Parties and the applicable Loan Party shall comply with Section 6.16 with respect to such assets as if such assets were acquired on the date of such reinvestment. (ii) Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iii) Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(e) shall be applied to the scheduled repayment of installments thereof in direct order of maturity and shall be paid to the Term Loan Lenders in accordance with their respective Applicable Percentages of each Term Loan Facility. (iv) If, as a result of a reduction of the Revolving Credit Commitments pursuant to the application of the Asset Sale Sweep Provisions, the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three Business Days of such reduction of the Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, within three Business Days of such event, Cash Collateralize any Letters of Credit using the remaining excess. (v) With respect to any requirement to repay the Term Loans or permanently reduce the Revolving Credit Commitments with respect to any Excess Proceeds, the amount of any such repayments or permanent reductions to the Revolving Credit Commitments required to be made shall be reduced by an amount equal to the sum of the amount of (A) any voluntary repayments of the Term Loans made with such Net Proceeds from the relevant Asset Sale and (B) permanent reductions of the Revolving Credit Commitments in an amount not to exceed (1) the Net Proceeds from such Asset Sale minus (2) the amount of any such voluntary prepayments, in each case, made since the date of the determination of such Excess Proceeds (it being understood and agreed that this provision applies only after Excess Proceeds have been determined to exist and shall not be duplicative of clause (c) of the definition of Cumulative Retained Asset Sale Net Proceeds which only applies in calculating the amount of Cumulative Retained Asset Sale Net Proceeds). (vi) Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(e), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. (f) If, as of the date when the most recent fiscal period for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01, Cumulative Impairment Charges as of the last day of such most recently ended fiscal period exceed $3,000,000,000 (such excess amount, the “Excess Impairment Charges”), the Revolving Credit Commitments shall be permanently reduced by an amount equal to 15% of the Excess Impairment Charges within 30 days of the date of delivery of such financial statements. If, as a result of a reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments as so reduced, the Revolving Loans and/or Swing Line Loans shall be repaid within three business days of such reduction in Revolving Credit Commitments to the extent of such excess; provided that if the aggregate principal amount of Revolving Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall within three Business Days of such event Cash Collateralize any Letters of Credit. Upon any reduction of the Revolving Credit Commitments pursuant to this Section 2.05(f), the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage (in respect of the Revolving Credit Facility) of such reduction amount. All fees and other amounts under this Agreement in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.1626614997-Active.24788754.1135668272.3