Common use of Reduction Events; Mandatory Prepayments Clause in Contracts

Reduction Events; Mandatory Prepayments. (a) In the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time (but in the case of any sale or disposition of Collateral, only prior to the occurrence of a Triggering Event) receive any Net Cash Proceeds of any Reduction Event, (x) the Borrower shall, not later than the Business Day following the date of receipt of such Net Cash Proceeds, notify the Representatives of such fact and of the amount of such Net Cash Proceeds, (y) the Borrower shall, not later than the second Business Day following the date of receipt of such Net Cash Proceeds, cause the portion of the same required to be applied by the provisions of this Section to any Debt Facility to be transferred to the Representative for such Debt Facility for application in accordance with the provisions of this Agreement and (z) the Borrower shall apply an amount equal to the largest multiple of $1,000,000 which does not exceed the amount of such Net Cash Proceeds to the reduction of the Debt Facilities in accordance with the following: (i) if such Reduction Event is a PCS Disposition, such Net Cash Proceeds shall be applied: FIRST, to the ratable prepayment of loans outstanding under the PCS Facility and Related Exchange Debt, until the same shall have been prepaid in full; then SECOND, to prepayment of the Tranche A Loans under the RCF Facility and Related Exchange Debt, until the same have been prepaid in full; then THIRD, to the ratable prepayment of other loans under the Existing Facilities and the Exchange Debt Facility; then FOURTH, to the ratable payment of the Synthetic Lease Obligations, until the same have been paid in full; then FIFTH to Reductions of the Senior Credit Facility, until the Senior Obligation Payment Date; then SIXTH, to the ratable prepayment of all other outstanding Second Priority Debt Obligations; provided that, notwithstanding anything to the contrary in this clause (i), the Net Cash Proceeds of any PCS Disposition attributable to PCS Linked Accounts shall first be applied to Reductions of the Senior Credit Facility to the extent required by Section 2.12(b) of the Senior Credit Facility; (ii) if such Reduction Event is a Capital Markets Transaction, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; then, SECOND, to prepayment of loans outstanding under the PCS Facility and Related Exchange Debt, until the same shall have been prepaid in full; and then, THIRD, in accordance with paragraph (vii) below; (iii) if such Reduction Event is a Designated Asset Disposition, such Net Cash Proceeds shall be applied: FIRST, to prepayment of loans outstanding under the Exchange Debt Facility, until the same shall have been prepaid in full; and then, SECOND, in accordance with paragraph (vi) below; (iv) if such Reduction Event is a Senior Collateral Disposition, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, to the ratable prepayment of the principal of all outstanding Second Priority Debt Obligations, until the same shall have been prepaid in full; (v) if such Reduction Event is an Asset Sale of collateral under the Xxxxxxxxx.xxx Pledge Agreement, such Net Cash Proceeds shall be applied in accordance with paragraph (vii) below; (vi) if such Reduction Event is an Asset Sale not covered by paragraphs (i) through (v) above (or if there are Net Cash Proceeds in excess of those applied in accordance with paragraph (iii) above) such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, in accordance with paragraph (vii) below; and (vii) if there are Net Cash Proceeds of a Reduction Event in excess of those applied in accordance with paragraphs (ii) through (vi) above, such Net Cash Proceeds shall be applied: FIRST, to the ratable prepayment of all loans outstanding under the Existing Facilities (other than the PCS Facility and Related Exchange Debt), until such loans shall have been prepaid in full; and then SECOND, to prepayment of loans outstanding under the PCS Facility and Related Exchange Debt; and then THIRD, to the prepayment of the Synthetic Lease Obligations. Each prepayment of loans or other Reduction required pursuant to the foregoing provisions of this Section will be made not later than the second Business Day following the receipt of the relevant Net Cash Proceeds. Each prepayment of loans required pursuant to the foregoing provisions of this Section will be made together with accrued interest to the date of prepayment and any applicable premium in accordance with the terms of the applicable Senior Loan Document or Second Priority Debt Document, as the case may be, but such interest and premium, if any, shall not reduce the amount of principal required to be prepaid in accordance with this Section. (b) In the event the Borrower or any of its Subsidiaries shall, at any time after the occurrence of a Triggering Event, receive any Net Cash Proceeds of any Reduction Event which are attributable to Collateral, such Net Cash Proceeds shall be subject to and applied in accordance with the provisions of Section 4.01(b) or (c), as applicable. (c) Notwithstanding the foregoing, any payment made or to be made by any Subsidiary Guarantor in respect of Second Priority Debt Obligations subsequent to the occurrence of a Triggering Event other than from the proceeds of Collateral or Exchange Debt First Priority Collateral shall be subject to, and only made in accordance with, the subordination provisions of the Second Priority Subsidiary Guarantee Agreement. (d) Notwithstanding the foregoing, proceeds of collateral realized through enforcement of the Liens under the PCS Pledge Agreement, the Xxxxxxxxx.xxx Pledge Agreement or the Exchange Debt First Priority Collateral Documents shall be applied in accordance with the terms of such documents. (e) For avoidance of doubt, the provisions of Section 4.05 (a) establish dates and amounts of contingent Reductions required to be made by the Borrower.

Reduction Events; Mandatory Prepayments. (a) In the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time (but in the case of any sale or disposition of Collateraltime, only prior to the occurrence of a Triggering Event) receive any Net Cash Proceeds of any Reduction Event, (x) the Borrower shall, not shall apply such Net Cash Proceeds in accordance with Section 4.05 of the Collateral Trust and Intercreditor Agreement. (b) [Reserved]. (c) Not later than the Business Day following earlier of (i) 120 days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending on or about March 3, 2001, and (ii) the date of receipt of such Net Cash Proceeds, notify on which the Representatives of such fact and of the amount of such Net Cash Proceeds, (y) the Borrower shall, not later than the second Business Day following the date of receipt of such Net Cash Proceeds, cause the portion of the same required to be applied by the provisions of this Section to any Debt Facility to be transferred to the Representative financial statements for such Debt Facility for application in accordance with the provisions of this Agreement and (z) fiscal year are delivered pursuant to Section 5.01(a), the Borrower shall apply an amount equal to the largest multiple 50% of $1,000,000 which does not exceed the amount of such Net Excess Cash Proceeds to the reduction of the Debt Facilities in accordance with the following: Flow for (i) if such Reduction Event is a PCS Dispositionin the case of the fiscal year ending on March 3, 2001, the three fiscal quarters then most recently ended and (ii) in the case of the fiscal year ending on March 2, 2002, such Net Cash Proceeds shall be applied: FIRSTfiscal year, ratably to (x) reduce the ratable prepayment of loans outstanding under the PCS Facility aggregate Revolving Credit Commitments and Related Exchange Debt, until the same shall have been prepaid Term Exposure (each as defined in full; then SECOND, to prepayment of the Tranche A Loans under the RCF Facility and Related Exchange Debt, until the same have been prepaid in full; then THIRD, to the ratable prepayment of other loans under the Existing Facilities and the Exchange Debt Facility; then FOURTH, to the ratable payment of the Synthetic Lease Obligations, until the same have been paid in full; then FIFTH to Reductions of the Senior Credit Facility, until ) of all the Senior Obligation Payment Date; then SIXTH, to the ratable prepayment of all other outstanding Second Priority Debt Obligations; provided that, notwithstanding anything to the contrary in this clause (i), the Net Cash Proceeds of any PCS Disposition attributable to PCS Linked Accounts shall first be applied to Reductions of the Senior Credit Facility to the extent required by Section 2.12(b) of the Senior Credit Facility; (ii) if such Reduction Event is a Capital Markets Transaction, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, Bank Parties to the extent of the Required Senior Prepayment Amount; then, SECOND, to prepayment of loans outstanding under the PCS Facility Amount and Related Exchange Debt, until the same shall have been prepaid in full; and then, THIRD, in accordance with paragraph the terms of Section 2.12 thereof and (viiy) below; (iii) if such Reduction Event is a Designated Asset Disposition, such Net Cash Proceeds shall be applied: FIRST, to prepayment of loans outstanding under the Exchange Debt Facility, until the same shall have been prepaid in full; and then, SECOND, in accordance with paragraph (vi) below; (iv) if such Reduction Event is a Senior Collateral Disposition, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, to the ratable prepayment of the principal of all outstanding Second Priority Debt Obligations, until the same shall have been prepaid in full; (v) if such Reduction Event is an Asset Sale of collateral under the Xxxxxxxxx.xxx Pledge Agreement, such Net Cash Proceeds shall be applied in accordance with paragraph (vii) below; (vi) if such Reduction Event is an Asset Sale not covered by paragraphs (i) through (v) above (or if there are Net Cash Proceeds in excess of those applied in accordance with paragraph (iii) above) such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, in accordance with paragraph (vii) below; and (vii) if there are Net Cash Proceeds of a Reduction Event in excess of those applied in accordance with paragraphs (ii) through (vi) above, such Net Cash Proceeds shall be applied: FIRST, to the ratable prepayment of prepay all loans outstanding under the Existing Facilities Facilities. (other than d) Upon receipt from the PCS Facility and Related Exchange Debt), until such loans shall have been prepaid in full; and then SECOND, Borrower of a notice pursuant to prepayment of loans outstanding under the PCS Facility and Related Exchange Debt; and then THIRD, to the prepayment Section 4.05(a) of the Synthetic Lease Obligations. Each prepayment of loans or other Reduction required pursuant to Collateral Trust and Intercreditor Agreement, the foregoing provisions of this Section Administrative Agent will be made not later than the second Business Day following the receipt promptly notify each Bank of the relevant Net Cash Proceedscontents thereof, and of the date of any related prepayment required hereunder. Each Any required prepayment of loans required pursuant to the foregoing provisions of this Section will shall be made together with accrued interest to the date of prepayment and any applicable premium in accordance with the terms of the applicable Senior Loan Document or Second Priority Debt Document, as the case may be, but such interest and premium, if any, shall not reduce on the amount of principal required to be prepaid in accordance with this Section. (b) In the event the Borrower or any of its Subsidiaries shall, at any time after the occurrence of a Triggering Event, receive any Net Cash Proceeds of any Reduction Event which are attributable to Collateral, such Net Cash Proceeds shall be subject to and applied in accordance with the provisions of Section 4.01(b) or (c), as applicable. (c) Notwithstanding the foregoing, any payment made or to be made by any Subsidiary Guarantor in respect of Second Priority Debt Obligations subsequent to the occurrence of a Triggering Event other than from the proceeds of Collateral or Exchange Debt First Priority Collateral shall be subject toprepaid, and only made in accordance with, the subordination provisions of the Second Priority Subsidiary Guarantee Agreement. (d) Notwithstanding the foregoing, proceeds of collateral realized through enforcement of the Liens under the PCS Pledge Agreement, the Xxxxxxxxx.xxx Pledge Agreement or the Exchange Debt First Priority Collateral Documents shall be applied first to the Group of Base Rate Loans and then to such Group or Groups of outstanding Euro-Dollar Loans as the Borrower may elect in accordance with such notice, or failing such election as the terms of such documentsAdministrative Agent may determine in its discretion. (e) For avoidance of doubt, the provisions of Section 4.05 (a) establish dates and amounts of contingent Reductions required to be made by the Borrower.

Reduction Events; Mandatory Prepayments. (a) In the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time (but in the case of any sale or disposition of Collateraltime, only prior to the occurrence of a Triggering Event) receive any Net Cash Proceeds of any Reduction Event, (x) the Borrower shallshall apply such Net Cash Proceeds in accordance with Section 4.05 of the Collateral Trust and Intercreditor Agreement. (b) Except as provided in Section 4.05(a)(i) of the Collateral Trust and Intercreditor Agreement, not Net Cash Proceeds applied to the Loans pursuant to this Section 2.07 and Section 4.05 of the Collateral Trust and Intercreditor Agreement shall be applied ratably FIRST to the Tranche B Loans, until the Tranche B Loans shall have been prepaid in full, and then SECOND to the Tranche A Loans; and (c) Not later than the Business Day following earlier of (i) 120 days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending on or about March 3, 2001, and (ii) the date of receipt of such Net Cash Proceeds, notify on which the Representatives of such fact and of the amount of such Net Cash Proceeds, (y) the Borrower shall, not later than the second Business Day following the date of receipt of such Net Cash Proceeds, cause the portion of the same required to be applied by the provisions of this Section to any Debt Facility to be transferred to the Representative financial statements for such Debt Facility for application in accordance with the provisions of this Agreement and (z) fiscal year are delivered pursuant to Section 5.01(a), the Borrower shall apply an amount equal to the largest multiple 50% of $1,000,000 which does not exceed the amount of such Net Excess Cash Proceeds to the reduction of the Debt Facilities in accordance with the following: Flow for (i) if such Reduction Event is a PCS Dispositionin the case of the fiscal year ending on March 3, 2001, the three fiscal quarters then most recently ended and (ii) in the case of the fiscal year ending on March 2, 2002, such Net Cash Proceeds shall be applied: FIRSTfiscal year, ratably to (x) reduce the ratable prepayment of loans outstanding under the PCS Facility aggregate Revolving Credit Commitments and Related Exchange Debt, until the same shall have been prepaid Term Exposure (each as defined in full; then SECOND, to prepayment of the Tranche A Loans under the RCF Facility and Related Exchange Debt, until the same have been prepaid in full; then THIRD, to the ratable prepayment of other loans under the Existing Facilities and the Exchange Debt Facility; then FOURTH, to the ratable payment of the Synthetic Lease Obligations, until the same have been paid in full; then FIFTH to Reductions of the Senior Credit Facility, until ) of all the Senior Obligation Payment Date; then SIXTH, to the ratable prepayment of all other outstanding Second Priority Debt Obligations; provided that, notwithstanding anything to the contrary in this clause (i), the Net Cash Proceeds of any PCS Disposition attributable to PCS Linked Accounts shall first be applied to Reductions of the Senior Credit Facility to the extent required by Section 2.12(b) of the Senior Credit Facility; (ii) if such Reduction Event is a Capital Markets Transaction, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, Bank Parties to the extent of the Required Senior Prepayment Amount; then, SECOND, to prepayment of loans outstanding under the PCS Facility Amount and Related Exchange Debt, until the same shall have been prepaid in full; and then, THIRD, in accordance with paragraph the terms of Section 2.12 thereof and (viiy) below; (iii) if such Reduction Event is a Designated Asset Disposition, such Net Cash Proceeds shall be applied: FIRST, to prepayment of loans outstanding under the Exchange Debt Facility, until the same shall have been prepaid in full; and then, SECOND, in accordance with paragraph (vi) below; (iv) if such Reduction Event is a Senior Collateral Disposition, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, to the ratable prepayment of the principal of all outstanding Second Priority Debt Obligations, until the same shall have been prepaid in full; (v) if such Reduction Event is an Asset Sale of collateral under the Xxxxxxxxx.xxx Pledge Agreement, such Net Cash Proceeds shall be applied in accordance with paragraph (vii) below; (vi) if such Reduction Event is an Asset Sale not covered by paragraphs (i) through (v) above (or if there are Net Cash Proceeds in excess of those applied in accordance with paragraph (iii) above) such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, in accordance with paragraph (vii) below; and (vii) if there are Net Cash Proceeds of a Reduction Event in excess of those applied in accordance with paragraphs (ii) through (vi) above, such Net Cash Proceeds shall be applied: FIRST, to the ratable prepayment of prepay all loans outstanding under the Existing Facilities Facilities. (other than d) Upon receipt from the PCS Facility and Related Exchange Debt), until such loans shall have been prepaid in full; and then SECOND, Borrower of a notice pursuant to prepayment of loans outstanding under the PCS Facility and Related Exchange Debt; and then THIRD, to the prepayment Section 4.05(a) of the Synthetic Lease Obligations. Each prepayment of loans or other Reduction required pursuant to Collateral Trust and Intercreditor Agreement, the foregoing provisions of this Section Administrative Agent will be made not later than the second Business Day following the receipt promptly notify each Bank of the relevant Net Cash Proceedscontents thereof, and of the date of any related prepayment required hereunder. Each Any required prepayment of loans required pursuant to the foregoing provisions of this Section will shall be made together with accrued interest to the date of prepayment and any applicable premium in accordance with the terms of the applicable Senior Loan Document or Second Priority Debt Document, as the case may be, but such interest and premium, if any, shall not reduce on the amount of principal required to be prepaid in accordance with this Section. (b) In the event the Borrower or any of its Subsidiaries shall, at any time after the occurrence of a Triggering Event, receive any Net Cash Proceeds of any Reduction Event which are attributable to Collateral, such Net Cash Proceeds shall be subject to and applied in accordance with the provisions of Section 4.01(b) or (c), as applicable. (c) Notwithstanding the foregoing, any payment made or to be made by any Subsidiary Guarantor in respect of Second Priority Debt Obligations subsequent to the occurrence of a Triggering Event other than from the proceeds of Collateral or Exchange Debt First Priority Collateral shall be subject toprepaid, and only made in accordance with, the subordination provisions of the Second Priority Subsidiary Guarantee Agreement. (d) Notwithstanding the foregoing, proceeds of collateral realized through enforcement of the Liens under the PCS Pledge Agreement, the Xxxxxxxxx.xxx Pledge Agreement or the Exchange Debt First Priority Collateral Documents shall be applied first to the Group of Base Rate Loans and then to such Group or Groups of outstanding Euro-Dollar Loans as the Borrower may elect in accordance with such notice, or failing such election as the terms of such documentsAdministrative Agent may determine in its discretion. (e) For avoidance of doubt, the provisions of Section 4.05 (a) establish dates and amounts of contingent Reductions required to be made by the Borrower.

Reduction Events; Mandatory Prepayments. (a) In the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time (but in the case of any sale or disposition of Collateraltime, only prior to the occurrence of a Triggering Event) receive any Net Cash Proceeds of any Reduction Event, (x) the Borrower shallshall apply such Net Cash Proceeds in accordance with Section 4.05 of the Collateral Trust and Intercreditor Agreement. (b) Except as provided in Section 4.05(a)(i) of the Collateral Trust and Intercreditor Agreement, not Net Cash Proceeds applied to Related Exchange Debt in respect of the Existing RCF Facility pursuant to this Section 2.07 and Section 4.05 of the Collateral Trust and Intercreditor Agreement shall be applied ratably FIRST to Related Exchange Debt in respect of "Tranche B Loans" under the Existing RCF Facility, until such Related Exchange Debt shall have been prepaid in full, and then SECOND ratably to Related Exchange Debt in respect of "Tranche A Loans" under the Existing RCF Facility. (c) Not later than the Business Day following earlier of (i) 120 days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending on or about March 3, 2001, and (ii) the date of receipt of such Net Cash Proceeds, notify on which the Representatives of such fact and of the amount of such Net Cash Proceeds, (y) the Borrower shall, not later than the second Business Day following the date of receipt of such Net Cash Proceeds, cause the portion of the same required to be applied by the provisions of this Section to any Debt Facility to be transferred to the Representative financial statements for such Debt Facility for application in accordance with the provisions of this Agreement and (z) fiscal year are delivered pursuant to Section 5.01(a), the Borrower shall apply an amount equal to the largest multiple 50% of $1,000,000 which does not exceed the amount of such Net Excess Cash Proceeds to the reduction of the Debt Facilities in accordance with the following: Flow for (i) if such Reduction Event is a PCS Dispositionin the case of the fiscal year ending on March 3, 2001, the three fiscal quarters then most recently ended and (ii) in the case of the fiscal year ending on March 2, 2002, such Net Cash Proceeds shall be applied: FIRSTfiscal year, ratably to (x) reduce the ratable prepayment of loans outstanding under the PCS Facility aggregate Revolving Credit Commitments and Related Exchange Debt, until the same shall have been prepaid Term Exposure (each as defined in full; then SECOND, to prepayment of the Tranche A Loans under the RCF Facility and Related Exchange Debt, until the same have been prepaid in full; then THIRD, to the ratable prepayment of other loans under the Existing Facilities and the Exchange Debt Facility; then FOURTH, to the ratable payment of the Synthetic Lease Obligations, until the same have been paid in full; then FIFTH to Reductions of the Senior Credit Facility, until ) of all the Senior Obligation Payment Date; then SIXTH, to the ratable prepayment of all other outstanding Second Priority Debt Obligations; provided that, notwithstanding anything to the contrary in this clause (i), the Net Cash Proceeds of any PCS Disposition attributable to PCS Linked Accounts shall first be applied to Reductions of the Senior Credit Facility to the extent required by Section 2.12(b) of the Senior Credit Facility; (ii) if such Reduction Event is a Capital Markets Transaction, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, Bank Parties to the extent of the Required Senior Prepayment Amount; then, SECOND, to prepayment of loans outstanding under the PCS Facility Amount and Related Exchange Debt, until the same shall have been prepaid in full; and then, THIRD, in accordance with paragraph the terms of Section 2.12 thereof and (viiy) below; (iii) if such Reduction Event is a Designated Asset Disposition, such Net Cash Proceeds shall be applied: FIRST, to prepayment of loans outstanding under the Exchange Debt Facility, until the same shall have been prepaid in full; and then, SECOND, in accordance with paragraph (vi) below; (iv) if such Reduction Event is a Senior Collateral Disposition, such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, to the ratable prepayment of the principal of all outstanding Second Priority Debt Obligations, until the same shall have been prepaid in full; (v) if such Reduction Event is an Asset Sale of collateral under the Xxxxxxxxx.xxx Pledge Agreement, such Net Cash Proceeds shall be applied in accordance with paragraph (vii) below; (vi) if such Reduction Event is an Asset Sale not covered by paragraphs (i) through (v) above (or if there are Net Cash Proceeds in excess of those applied in accordance with paragraph (iii) above) such Net Cash Proceeds shall be applied: FIRST, to Reductions of the Senior Credit Facility, to the extent of the Required Prepayment Amount; and then SECOND, in accordance with paragraph (vii) below; and (vii) if there are Net Cash Proceeds of a Reduction Event in excess of those applied in accordance with paragraphs (ii) through (vi) above, such Net Cash Proceeds shall be applied: FIRST, to the ratable prepayment of prepay all loans outstanding under the Existing Facilities Facilities. (other than d) Upon receipt from the PCS Facility and Related Exchange Debt), until such loans shall have been prepaid in full; and then SECOND, Borrower of a notice pursuant to prepayment of loans outstanding under the PCS Facility and Related Exchange Debt; and then THIRD, to the prepayment Section 4.05(a) of the Synthetic Lease Obligations. Each prepayment of loans or other Reduction required pursuant to Collateral Trust and Intercreditor Agreement, the foregoing provisions of this Section Administrative Agent will be made not later than the second Business Day following the receipt promptly notify each Bank of the relevant Net Cash Proceedscontents thereof, and of the date of any related prepayment required hereunder. Each Any required prepayment of loans required pursuant to the foregoing provisions of this Section will shall be made together with accrued interest to the date of prepayment and any applicable premium in accordance with the terms of the applicable Senior Loan Document or Second Priority Debt Document, as the case may be, but such interest and premium, if any, shall not reduce on the amount of principal required to be prepaid in accordance with this Section. (b) In the event the Borrower or any of its Subsidiaries shall, at any time after the occurrence of a Triggering Event, receive any Net Cash Proceeds of any Reduction Event which are attributable to Collateral, such Net Cash Proceeds shall be subject to and applied in accordance with the provisions of Section 4.01(b) or (c), as applicable. (c) Notwithstanding the foregoing, any payment made or to be made by any Subsidiary Guarantor in respect of Second Priority Debt Obligations subsequent to the occurrence of a Triggering Event other than from the proceeds of Collateral or Exchange Debt First Priority Collateral shall be subject toprepaid, and only made in accordance with, the subordination provisions of the Second Priority Subsidiary Guarantee Agreement. (d) Notwithstanding the foregoing, proceeds of collateral realized through enforcement of the Liens under the PCS Pledge Agreement, the Xxxxxxxxx.xxx Pledge Agreement or the Exchange Debt First Priority Collateral Documents shall be applied first to the Group of Base Rate Loans and then to such Group or Groups of outstanding Euro-Dollar Loans as the Borrower may elect in accordance with such notice, or failing such election as the terms of such documentsAdministrative Agent may determine in its discretion. (e) For avoidance of doubt, the provisions of Section 4.05 (a) establish dates and amounts of contingent Reductions required to be made by the Borrower.