Common use of Prepayments of Loans Clause in Contracts

Prepayments of Loans. The Borrower may on any Business Day, upon notice to the Agent (such notice to be in a form reasonably acceptable to the Administrative Agent, submitted by a Responsible Officer) not later than 11:00 A.M. (New York City time) stating the date and aggregate principal amount of a proposed prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of any Class of Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except that (i) any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 and (ii) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Credit Commitments as of such date), the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure in an aggregate amount necessary to eliminate such excess; provided, however, that the Borrower shall not be required to cash collateralize the Letter of Credit Exposure pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect.

Prepayments of Loans. (a) The Borrower may shall have no right to prepay any principal amount of any Loan other than as provided in subsections (b) and (c) below. (b) The Borrower may, on any Business Day, upon notice to the Agent (such notice to be in a form reasonably acceptable to the Administrative Agent, submitted by a Responsible Officer) given not later than 11:00 A.M. a.m. (New York City timeLocal Time) on the second Business Day prior to the date of the proposed prepayment of Loans (in the case of Eurocurrency Loans) or given not later than 11:00 a.m. (Local Time) on the Business Day of the proposed prepayment of Loans (in the case of Base Rate Loans)), stating the proposed date and aggregate principal amount of a proposed the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount amounts of any Class of the Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or that is an integral multiple of $1,000,000 in excess thereof, except that (i) any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 Borrowing Multiple and not less than US$5,000,000 and (ii) in the case of any such prepayment of a Class Eurocurrency Loan on a day other than the last day of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate LoansInterest Period therefor, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to 2.15. (c) If at any time the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the total Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments at any time Commitments, then (for example, because the issuance of a Letter of Credit by an Issuing Bank i) on the same last day of any Interest Period for any Eurocurrency Borrowing and (ii) on each other date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Credit Commitments as of such date)on which any Base Rate Borrowing shall be outstanding, the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excessexcess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable; provided, however, that that, in any event, the Borrower shall not be required prepay Loans in an aggregate amount sufficient to cash collateralize eliminate such excess by the Letter of Credit Exposure pursuant to this Section 2.10 unless 90th day after giving effect to such excess first arises. Notwithstanding the foregoing, if at any concurrent prepayment of Advances, time the total Revolving Credit Exposure exceeds 105% of the aggregate Commitments, then the Borrower shall, not later than the next Business Day, prepay one or more Borrowings in an aggregate principal amount sufficient to reduce the total Revolving Credit Commitments then Exposure to an amount not in effectexcess of the aggregate Commitments.

Prepayments of Loans. The Borrower may on any Business Day(a)Subject to Section 9.04(b), upon if applicable, the Company may, following notice given to the Agent by the Company pursuant to delivery of a notice of prepayment (such notice to be “Notice of Prepayment”), in a substantially the form reasonably acceptable to the Administrative Agentof Exhibit B-2 hereto, submitted by a Responsible Officer(i) not later than 11:00 A.M. a.m. (New York City time) stating on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of a proposed the prepayment, and if such notice is given given, the Borrower shall, Company shall prepay the outstanding principal amount amounts of any Class of the Base Rate Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however(ii) not later than 11:00 a.m. (New York City time) five (5) Business Days prior to the proposed date of prepayment, that each such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Company shall prepay the outstanding principal amounts of the Daily Simple SOFR Loans comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (iii) not later than 11:00 a.m. (New York City time) three (3) Business Days prior to the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Company shall prepay the outstanding principal amounts of the Term SOFR Loans comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except that (i) any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 and (ii) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Credit Commitments as of such date), the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure in an aggregate amount necessary to eliminate such excess; provided, however, that the Borrower shall not be required to cash collateralize the Letter of Credit Exposure pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect.

Prepayments of Loans. The (a) Each Borrower may on at any Business Daytime and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans to compliance with the terms of Section 2.18), in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent (such notice to be in a form reasonably acceptable to the Administrative Agent, submitted by a Responsible Officer) not later than 11:00 A.M. (x) in the case of an Alternative Committed Currency Loan, 12:00 noon, London time, three Business Days prior to the date of such prepayment, and (y) in the case of a Loan denominated in Dollars, 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) stating the date and aggregate principal amount of prepayment, (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans, or a proposed combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each), provided that notice of any prepayment of Swingline Loans may be delivered to the Administrative Agent as late as, but no later than, 1:00 p.m., New York City time, on the date of such prepayment, and if (iii) whether the prepayment is of Alternative Committed Currency Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given given, the Borrower shall, prepay amount specified in such notice shall be due and payable on the outstanding principal amount of any Class of Loans comprising part of the same Borrowing in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment . Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $5,000,000 (or an integral the equivalent based upon Assigned Dollar Values) or a whole multiple of $1,000,000 (or the equivalent based upon Assigned Dollar Values) in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, except if less, the remaining outstanding principal amount thereof). (b) In the event and on such occasion that (i) any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 and (ii) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Aggregate Tranche A Revolving Credit Exposure exceeds the aggregate Total Tranche A Revolving Credit Commitments at any time (for exampleCommitment, because CCSC shall prepay, or cause one or more of the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Subsidiary Borrowers to prepay, Tranche A Revolving Credit Exposure Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to exceed the aggregate Revolving Credit Commitments as of such dateSection 2.06(j), the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure ) in an aggregate amount necessary equal to eliminate such excess; provided, however, that excess or (ii) the Borrower shall not be required to cash collateralize the Letter of Credit Exposure pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Aggregate Tranche B Revolving Credit Exposure exceeds the Total Tranche B Revolving Credit Commitment, CCSC shall cause one or more of the French Borrowers to prepay Tranche B Revolving Credit Borrowings in an aggregate amount equal to such excess. (c) In the event that as of any Revaluation Date in respect of an Alternative Committed Currency Borrowing the Assigned Dollar Value thereof shall either increase or decrease, then (i) on or prior to such Revaluation Date, the Administrative Agent shall notify CCSC and the Revolving Lenders of the amount of increase or decrease and the sum of the resulting Aggregate Tranche A Revolving Credit Exposure or the Aggregate Tranche B Revolving Credit Exposure and (ii) in the case of an increase, if the resulting Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure would exceed the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable, after giving effect to such increase, then CCSC shall, on the date such increase becomes effective, either (A) cause the Borrower in respect of such Alternative Committed Currency Borrowing to repay or prepay a portion thereof in an amount sufficient to reduce the Assigned Dollar Value of such Borrowing to an amount equal to the Assigned Dollar Value thereof before giving effect to such increase or (B) otherwise prepay or cause to be prepaid Tranche A or Tranche B Revolving Loans, as applicable, in an amount sufficient to reduce the Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure, as applicable, after giving effect to such increase, to an amount less than or equal to the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable. (d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of CCSC or any Subsidiary in respect of any Prepayment Event, CCSC shall, immediately after such Net Cash Proceeds are received prepay Term Borrowings in an aggregate amount equal to (i) in the case of a Prepayment Event described in clause (a) of the definition thereof the Asset Sale Prepayment Percentage (as defined below) of such Net Cash Proceeds and (ii) in the case of all other Prepayment Events, 100% of such Net Cash Proceeds. "Asset Sale Prepayment Percentage" means (1) 100%, until there are no Term Loans outstanding and the Revolving Credit Commitments then have been reduced to $2,400,000,000, (2) 0% thereafter, until the total amount of Net Cash Proceeds received thereafter in effect.respect of Prepayment Events described in clause (a) of the definition of "Prepayment Event" equals the Term Loan

Prepayments of Loans. The (a) Each Borrower may on at any Business Daytime and -------------------- from time to time prepay the Loans (subject, in the case of Eurocurrency Loans to compliance with the terms of Section 2.18), in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent (such notice to be in a form reasonably acceptable to the Administrative Agent, submitted by a Responsible Officer) not later than 11:00 A.M. (x) in the case of an Alternative Committed Currency Loan, 12:00 noon, London time, three Business Days prior to the date of such prepayment, and (y) in the case of a Loan denominated in Dollars, 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) stating the date and aggregate principal amount of prepayment, (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans, or a proposed combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each), provided that notice of any prepayment of Swingline Loans -------- may be delivered to the Administrative Agent as late as, but no later than, 1:00 p.m., New York City time, on the date of such prepayment, and if (iii) whether the prepayment is of Alternative Committed Currency Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given given, the Borrower shall, prepay amount specified in such notice shall be due and payable on the outstanding principal amount of any Class of Loans comprising part of the same Borrowing in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment . Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $5,000,000 (or an integral the equivalent based upon Assigned Dollar Values) or a whole multiple of $1,000,000 (or the equivalent based upon Assigned Dollar Values) in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, except if less, the remaining outstanding principal amount thereof). (b) In the event and on such occasion that (i) the Aggregate Tranche A Revolving Credit Exposure exceeds the Total Tranche A Revolving Credit Commitment, CCSC shall prepay, or cause one or more of the Subsidiary Borrowers to prepay, Tranche A Revolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.06(j)) in an aggregate amount equal to such excess or (ii) the Aggregate Tranche B Revolving Credit Exposure exceeds the Total Tranche B Revolving Credit Commitment, CCSC shall cause one or more of the French Borrowers to prepay Tranche B Revolving Credit Borrowings in an aggregate amount equal to such excess. (c) In the event that as of any prepayment Revaluation Date in respect of Base Rate an Alternative Committed Currency Borrowing the Assigned Dollar Value thereof shall either increase or decrease, then (i) on or prior to such Revaluation Date, the Administrative Agent shall notify CCSC and the Revolving Lenders of the amount of increase or decrease and the sum of the resulting Aggregate Tranche A Revolving Credit Exposure or the Aggregate Tranche B Revolving Credit Exposure and (ii) in the case of an increase, if the resulting Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure would exceed the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable, after giving effect to such increase, then CCSC shall, on the date such increase becomes effective, either (A) cause the Borrower in respect of such Alternative Committed Currency Borrowing to repay or prepay a portion thereof in an amount sufficient to reduce the Assigned Dollar Value of such Borrowing to an amount equal to the Assigned Dollar Value thereof before giving effect to such increase or (B) otherwise prepay or cause to be prepaid Tranche A or Tranche B Revolving Loans, as applicable, in an amount sufficient to reduce the Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure, as applicable, after giving effect to such increase, to an amount less than or equal to the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable. (d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of CCSC or any Subsidiary in respect of any Prepayment Event, CCSC shall, immediately after such Net Cash Proceeds are received prepay Term Borrowings in an aggregate amount equal to (i) in the case of a Prepayment Event described in clause (a) of the definition thereof the Asset Sale Prepayment Percentage (as defined below) of such Net Cash Proceeds and (ii) in the case of all other Prepayment Events, 100% of such Net Cash Proceeds. "Asset Sale Prepayment Percentage" means (1) 100%, -------------------------------- until there are no Term Loans may be outstanding and the Revolving Credit Commitments have been reduced to $2,400,000,000,(2) 0% thereafter, until the total amount of Net Cash Proceeds received thereafter in any amount that causes respect of Prepayment Events described in clause (a) of the definition of "Prepayment Event" equals the Term Loan Reduction Amount, and (3) 50% thereafter. "Term Loan Reduction Amount" means the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 Term Loan repayments and (ii) any prepayment of a Class of Term Loans may be in any amount (prepayments made by the Borrower but not less than $5,000,000) that causes excluding the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Credit Commitments as of such date), the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure in an aggregate amount necessary to eliminate such excess; provided, however, that the Borrower shall not be required to cash collateralize the Letter of Credit Exposure mandatory prepayments made pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect2.05(d).

Prepayments of Loans. (a) The relevant Borrower may on at any Business Daytime and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon giving irrevocable written or telecopy notice to the Agent (such or telephone notice to be in a form reasonably acceptable promptly confirmed by written or telecopy notice) to the Administrative Agent: (i) before 10:00 a.m., submitted by a Responsible Officer) not later than 11:00 A.M. (New York City time, three Business Days prior to prepayment, in the case of Eurocurrency Loans, and (ii) stating before 10:00 a.m., New York City time, one Business Day prior to prepayment, in the case of ABR Loans. Such notice shall specify the date and aggregate principal amount of prepayment and whether the prepayment is of (A) Tranche A Loans, Tranche B Loans or a proposed prepaymentcombination thereof (and, if of a combination thereof, the amount allocable to each) and (B) Eurocurrency Loans, ABR Loans or a combination thereof (and, if of a combination thereof, the amount allocable to each). If a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing pursuant to Section 2.13. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given given, the Borrower shall, prepay amount specified in such notice shall be due and payable on the outstanding principal amount of any Class of Loans comprising part of the same Borrowing in whole or ratably in partdate specified therein, together with (except in the case of ABR Loans) accrued interest to the such date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment . Partial prepayments of Loans shall be in an aggregate principal amount of $5,000,000 10,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. (b) In the event and on each occasion that Viacom or any Subsidiary issues any Long-Term Debt Securities, except that Viacom shall, within two Business Days after the date on which the Net Proceeds thereof are received by or on behalf of Viacom or such Subsidiary, prepay the outstanding principal amount of the Loans and accrued and unpaid interest and Fees hereunder in an aggregate amount equal to 100% of such Net Proceeds. Such amount shall be applied by the Administrative Agent, (i) any prepayment of Base Rate Loans may be in any amount that causes first, to pay all accrued and unpaid interest and Fees hereunder, (ii) second, to prepay the aggregate outstanding principal amount of all outstanding Base Rate Tranche A Loans to be an integral multiple of $1,000,000 and (iiiii) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes third, to prepay the aggregate outstanding principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Tranche B Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing termssentence, amounts prepaid under any prepayments required by this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans subsection (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment b) shall be applied to outstanding ABR Loans up to the Loans of full amount thereof before they are applied to outstanding Eurocurrency Loans. (c) If the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments at any time (for exampleViacom Separation Event has not occurred on or before February 28, because the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Credit Commitments as of such date)2006, the Borrower relevant Borrowers shall prepay Advances and/or cash collateralize on such date the Letter outstanding principal amount of Credit Exposure in an aggregate amount necessary to eliminate such excess; providedall Loans, howeverall accrued and unpaid interest thereon, that all accrued and unpaid Fees and all other amounts payable by the Borrower shall not be required to cash collateralize the Letter of Credit Exposure pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effectBorrowers hereunder.

Prepayments of Loans. The (a) Each Borrower may on at any Business Daytime and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans to compliance with the terms of Section 2.18), in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent (such notice to be in a form reasonably acceptable to the Administrative Agent, submitted by a Responsible Officer) not later than 11:00 A.M. (x) in the case of an Alternative Committed Currency Loan, 12:00 noon, London time, three Business Days prior to the date of such prepayment, and (y) in the case of a Loan denominated in Dollars, 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) stating the date and aggregate principal amount of prepayment, (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans, or a proposed combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each), provided that notice of any prepayment of Swingline Loans may be delivered to the Administrative Agent as late as, but no later than, 1:00 p.m., New York City time, on the date of such prepayment, and if (iii) whether the prepayment is of Alternative Committed Currency Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given given, the Borrower shall, prepay amount specified in such notice shall be due and payable on the outstanding principal amount of any Class of Loans comprising part of the same Borrowing in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment . Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $5,000,000 (or an integral the equivalent based upon Assigned Dollar Values) or a whole multiple of $1,000,000 (or the equivalent based upon Assigned Dollar Values) in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, except if less, the remaining outstanding principal amount thereof). (b) In the event and on such occasion that (i) any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000 and (ii) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Loans under the Revolving Credit Facility and then pro rata to each Class of Term Loans (in direct order of remaining amortization installments), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Aggregate Tranche A Revolving Credit Exposure exceeds the aggregate Total Tranche A Revolving Credit Commitments at any time (for exampleCommitment, because CCSC shall prepay, or cause one or more of the issuance of a Letter of Credit by an Issuing Bank on the same date that a new Advance is funded inadvertently causes the Subsidiary Borrowers to prepay, Tranche A Revolving Credit Exposure Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to exceed the aggregate Revolving Credit Commitments as of such dateSection 2.06(j), the Borrower shall prepay Advances and/or cash collateralize the Letter of Credit Exposure ) in an aggregate amount necessary equal to eliminate such excess; provided, however, that excess or (ii) the Borrower shall not be required to cash collateralize the Letter of Credit Exposure pursuant to this Section 2.10 unless after giving effect to any concurrent prepayment of Advances, the Aggregate Tranche B Revolving Credit Exposure exceeds the aggregate Total Tranche B Revolving Credit Commitments Commitment, CCSC shall cause one or more of the French Borrowers to prepay Tranche B Revolving Credit Borrowings in an aggregate amount equal to such excess. (c) In the event that as of any Revaluation Date in respect of an Alternative Committed Currency Borrowing the Assigned Dollar Value thereof shall either increase or decrease, then (i) on or prior to such Revaluation Date, the Administrative Agent shall notify CCSC and the Revolving Lenders of the amount of increase or decrease and the sum of the resulting Aggregate Tranche A Revolving Credit Exposure or the Aggregate Tranche B Revolving Credit Exposure and (ii) in effectthe case of an increase, if the resulting Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure would exceed the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable, after giving effect to such increase, then CCSC shall, on the date such increase becomes effective, either (A) cause the Borrower in respect of such Alternative Committed Currency Borrowing to repay or prepay a portion thereof in an amount sufficient to reduce the Assigned Dollar Value of such Borrowing to an amount equal to the Assigned Dollar Value thereof before giving effect to such increase or (B) otherwise prepay or cause to be prepaid Tranche A or Tranche B Revolving Loans, as applicable, in an amount sufficient to reduce the Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure, as applicable, after giving effect to such increase, to an amount less than or equal to the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable. (d) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of CCSC or any Subsidiary in respect of any Prepayment Event, CCSC shall, immediately after such Net Cash Proceeds are received, prepay Term Borrowings in an aggregate amount equal to (i) in the case of a Prepayment Event described in clause (a) of the definition thereof, (A) 100% of such Net Cash Proceeds, if the total amount of Net Cash Proceeds received from Prepayment Events described in clause (a) of the definition thereof since the Effective Date is less than or equal to $500,000,000 or (B) otherwise, 50% of such Net Cash Proceeds and (ii) in the case of all other Prepayment Events, 100% of such Net Cash Proceeds.