Common use of Mandatory Commitment Reductions Clause in Contracts

Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (c) by or with an amount equal to: (i) (x) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanent.

Mandatory Commitment Reductions. Prior Without duplication: (i) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any Qualifying Term Loan Facility and/or any Qualifying Revolving Facility that has reduced the Commitments hereunder pursuant to clause (ii)(A) or (B) below) or Asset Sale, in each case during the period commencing on the Effective Date and ending on the date on which all Commitments are terminated, then the Commitments then outstanding shall, subject to Section 2.10(c)(ii), be automatically reduced in an amount equal to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis lesser of (i) 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, any member of its Subsidiaries of such Net Cash Proceeds and (ii) the amount of Commitments then outstanding. The Borrower shall promptly notify the Administrative Agent (but in any event within 3 Business Days) of the Reporting Group receipt by the Borrower, or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds referred received to the extent receipt thereof would result in a reduction of the Commitments in accordance with the foregoing. Notwithstanding the foregoing, mandatory commitment reductions with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or applicable organizational documents of such Subsidiary. Notwithstanding anything to the contrary in this paragraph Section 2.08(a)(i), all Net Cash Proceeds described in this Section 2.08(a)(i) received by the Borrower or its Subsidiaries on or after the Closing Date are subject to the Borrower’s election rights set forth in Section 2.10(c)(ii), and to the extent any such Net Cash Proceeds are applied to prepay Loans pursuant to Section 2.10(c)(i), then such Net Cash Proceeds will not be required to be applied to reduce Commitments pursuant to Section 2.08(a)(i). (cii) by (A) In the event that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility for the purpose of financing the Transactions during the period commencing on the Effective Date and ending on the date all of the Commitments hereunder are terminated, automatically upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility in accordance with all applicable “certain funds” requirements in relation to the Offer under applicable laws and regulations, the Commitments then outstanding shall be reduced in an amount equal to: (i) to the lesser of (x) 100% of the Net Proceeds received (including in an escrow account) by commitments under such member Qualifying Term Loan Facility that are subject to conditions precedent to funding that are no more restrictive than the conditions set forth herein to the funding of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) Bridge Facility and (y) the aggregate amount of commitments the Commitments then outstanding; provided, however, notwithstanding any provision to the contrary herein, after such reduction in Commitments, any Net Cash Proceeds received in by the Borrower or any of its Subsidiaries with respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for to such Qualifying Committed Financing (it being understood Term Loan Facility that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing has reduced Commitments pursuant to this clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans shall not result in any requirement for a further reduction in Commitments or other benefit or employee incentive arrangements, prepayment of Loans. The Borrower shall promptly (B) issuances of equity as consideration for but in any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% event within 3 Business Days of the Net Proceeds received (including in an escrow accountdate thereof) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to notify the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of entry into any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentQualifying Term Loan Facility.

Mandatory Commitment Reductions. Prior to (a) Unless the Closing DateRequired Lenders otherwise agree, unused outstanding Commitments the Aggregate Commitment shall be automatically promptly (and permanently reduced on a Dollar-for-Dollar basis in any event on the date of receipt by the Company or any member Subsidiary of the Reporting Group Company of such Net Proceeds) permanently reduced by the amount equal to the amount of Net Proceeds from any Net Proceeds referred to Event (other than a Net Proceeds Event described in this paragraph clause (b), (c) or (d) below) which releases any material collateral provided for in any Security Document. (b) Unless the Required Lenders otherwise agree, the Aggregate Commitment shall be promptly (and in any event within one Business Day following receipt by or with an the relevant Person of such Net Proceeds) permanently reduced by the amount equal to: (i) (x) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments Net Proceeds received from Net Proceeds Events in respect of the incurrence by Revlon, the Company or any Qualifying Committed Financing upon the effectiveness of definitive documentation its Subsidiaries of Indebtedness for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05)borrowed money; (ii) 100the amount equal to the portion of the aggregate amount of Net Proceeds (other than the Net Proceeds with respect to Net Proceeds Events constituting Resale Transactions or constituting the disposition of assets listed on Schedule XV) received by the Company and its Subsidiaries from all Net Proceeds Events in respect of the sale, lease, transfer or other disposition of assets of the Company and its Subsidiaries (including, without limitation, any primary issuance and sale of equity securities) which does not release material collateral provided for in any Security Document; provided, however, that (x) no such reduction of the Aggregate Commitment shall be required pursuant to this subsection 7.4(b)(ii) during any year ending on an anniversary of the date hereof to the extent that the aggregate amount of such Net Proceeds, together with all other Net Proceeds described in this subsection 7.4(b)(ii) received during such year, is less than $10,000,000 or the Equivalent in any other currency thereof and (y) for purposes of this subsection 7.4(b)(ii) only, the term "Net Proceeds" shall not include the Net Proceeds from any Specified Disposition to the extent that the aggregate amount of Net Proceeds from all Specified Dispositions since the date hereof does not exceed $15,000,000, except to the extent that, as a result of such Net Proceeds not being so included, any such Net Proceeds would be required to be used to repurchase any of the Indebtedness issued under the Indentures pursuant to the asset sale covenants contained therein; (iii) the amount equal to the aggregate amount of Net Proceeds received by the Company and its Subsidiaries from any Net Proceeds Events (other than (i) those otherwise described in this subsection 7.4 and (ii) a Net Proceeds Event constituting a disposition of assets listed on Schedule XV) of the Company and its Subsidiaries; and (c) Unless the Required Lenders otherwise agree, so long as no Default or Event of Default shall have occurred and is then continuing, the Aggregate Commitment shall be promptly (and in any event on the date of receipt by the Company or any Subsidiary of the Company of such Net Proceeds) permanently reduced by the amount equal to 60% of the amount of Net Proceeds received from the disposition of the assets listed on Section 1 of Schedule XV; (including d) Notwithstanding anything to the contrary set forth in an escrow this subsection 7.4., so long as no Default or Event of Default shall have occurred and is then continuing, the Aggregate Commitments shall not be reduced by the amount of any Net Proceeds used to prepay the Loans pursuant to subsection 7.3(e) in connection with the disposition of assets listed on Schedule XV; and (e) If, any Borrower would incur costs pursuant to subsection 7.12 as a result of any payment due pursuant to subsection 7.3 which result from any commitment reduction required to be made pursuant to this subsection 7.4, such Borrower may deposit the amount of such payment with the Administrative Agent, for the benefit of the relevant Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be made (provided that such deposit does not violate any provision of any Indenture). Each Borrower hereby grants to the Administrative Agent, for the benefit of such Lenders, a security interest in all amounts in which such Borrower has any right, title or interest which are from time to time on deposit in such cash collateral account and expressly waives all rights (which rights such Borrower hereby acknowledges and agrees are vested exclusively in the Administrative Agent) from to exercise dominion or control over any such amounts. (f) Upon the issuance of any equity interests letter of credit permitted by subsection 11.2(r) and for so long as it remains outstanding, the Aggregate Multi-Currency Commitment (including any equity-linked securitiesand the commitment of the Issuing Lenders pursuant to subsection 5.1(a)) shall be reduced (but not, hybrid securities and debt securities which are convertible into equityin either case, permanently) by any member an amount equal to the aggregate amount of the Reporting Group such Indebtedness (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangementswith such amount, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt case of any such Net Proceeds setting forth letter of credit denominated in any currency other than Dollars, being deemed to be the Reporting Group’s intention to use any portion Equivalent in Dollars thereof (as calculated on the date of issuance of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in letter of credit and on the business last day of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business ofeach calendar month thereafter), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanent.

Mandatory Commitment Reductions. Prior Without duplication: (i) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any Qualifying Term Loan Facility and/or any Qualifying Revolving Facility that has reduced the Commitments hereunder pursuant to clause (ii)(A) or (B) below, and subject in all events to Section 2.08(a)(iii) below) or Asset Sale, in each case during the period commencing on the Effective Date and ending on the date on which all Commitments are terminated, then the Commitments then outstanding shall, subject to Section 2.10(c)(ii), be automatically reduced in an amount equal to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis lesser of (i) 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, any member of its Subsidiaries of such Net Cash Proceeds and (ii) the amount of Commitments then outstanding. The Borrower shall promptly notify the Administrative Agent (but in any event within 3 Business Days) of the Reporting Group receipt by the Borrower, or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds referred received to the extent receipt thereof would result in a reduction of the Commitments in accordance with the foregoing. Notwithstanding the foregoing, mandatory commitment reductions with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or applicable organizational documents of such Subsidiary. Notwithstanding anything to the contrary in this paragraph Section 2.08(a)(i), all Net Cash Proceeds described in this Section 2.08(a)(i) received by the Borrower or its Subsidiaries on or after the Closing Date are subject to the Borrower’s election rights set forth in Section 2.10(c)(ii), and to the extent any such Net Cash Proceeds are applied to prepay Loans pursuant to Section 2.10(c)(i), then such Net Cash Proceeds will not be required to be applied to reduce Commitments pursuant to Section 2.08(a)(i). (cii) by (A) In the event that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility for the purpose of financing the Transactions during the period commencing on the Effective Date and ending on the date all of the Commitments hereunder are terminated, automatically upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility in accordance with all applicable “certain funds” requirements in relation to the Offer under applicable laws and regulations, the Commitments then outstanding shall be reduced in an amount equal to: (i) to the lesser of (x) 100% of the Net Proceeds received (including in an escrow account) by commitments under such member Qualifying Term Loan Facility that are subject to conditions precedent to funding that are no more restrictive than the conditions set forth herein to the funding of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) Term Facility and (y) the aggregate amount of commitments the Commitments then outstanding; provided, however, notwithstanding any provision to the contrary herein, after such reduction in Commitments, any Net Cash Proceeds received in by the Borrower or any of its Subsidiaries with respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for to such Qualifying Committed Financing (it being understood Term Loan Facility that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing has reduced Commitments pursuant to this clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans shall not result in any requirement for a further reduction in Commitments or other benefit or employee incentive arrangements, prepayment of Loans. The Borrower shall promptly (B) issuances of equity as consideration for but in any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% event within 3 Business Days of the Net Proceeds received (including in an escrow accountdate thereof) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to notify the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of entry into any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentQualifying Term Loan Facility.

Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (c) by or with an amount equal to: (i) (x) 100% In the event and on each occasion that any Net Cash Proceeds received by or on behalf of the Net Proceeds received Issuer or any of its Subsidiaries in respect of any Reduction Event remain after the application of such proceeds in accordance with clause (including in an escrow accounta) by above (such member remaining amount, the "COMMITMENT REDUCTION AMOUNT"), the aggregate amount of the Reporting Group from any sale or issuance undrawn Initial Purchaser Bank Note One Commitment (and, accordingly the Bank Commitments thereunder), the undrawn Initial Purchaser Bank Note Two Commitment (and, accordingly, the Bank Commitments thereunder), the undrawn Tranche D Commitment of debt securities or any incurrence or borrowing the Nokia Lenders, the undrawn Tranche D Commitment of any other Debt for borrowed money the Siemens Lenders and the undrawn Tranche D Commitment of the Alcatel Lenders shall be reduced by the lesser of (other than Excluded Debti) the amount of such remaining Net Cash Proceeds allocated thereto in accordance with Section 2.03(b) and (yii) the aggregate amount of commitments received such undrawn Commitment. As to Purchasers under Tranche A, Tranche B and Tranche C, the Commitment of each such Purchaser (to the extent then undrawn) shall be reduced in an amount equal to the product of (w) the aggregate amount of the reduction in the aggregate undrawn Commitments allocated thereto in accordance with Section 2.03(b), multiplied by (x) a fraction, the numerator of which is the Commitment of such Person (including both undrawn amounts and drawn amounts of Purchases in respect of any Qualifying Committed Financing upon such Commitment) and the effectiveness denominator of definitive documentation for such Qualifying Committed Financing which is the aggregate amount of the Initial Purchaser Commitment (it being understood that following the effectiveness including both undrawn amounts and drawn amounts of Purchases in respect of such Commitment). The undrawn Commitment reduction and solely to the extent of the amount thereofInitial Purchaser in respect of the Tranche A1 Non-Participated Interest, there the Tranche A2 Non-Participated Interest, the Tranche B1 Non-Participated Interest, the Tranche B2 Non-Participated Interest, the Tranche B3 Non-Participated Interest and the Tranche C Non-Participated Interest under each Bank Note shall be no duplicative prepayment of Advances from subsequent proceeds (up to reduced ratably with, and simultaneously with, any reduction in the undrawn Tranche A1 Commitment, Tranche A2 Commitment, Tranche B1 Commitment, Tranche B2 Commitment, Tranche B3 Commitment or Tranche C Commitment, respectively, under such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05);Bank Note. (ii) 100% In connection with any Commitment Reduction arising from any Reduction Event, the Issuer shall, no later than five Euro-Dollar Business Days after the Receipt Date of the related Net Proceeds received (including in an escrow account) from Cash Proceeds, deposit the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant Commitment Reduction Amount related to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million such Commitment Reduction in the aggregate and (E) issuances in connection with Supplier Collateral Account. The Issuer shall give the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset SalesInitial Purchaser, the Net Proceeds of which do not exceed $500 million in the aggregate); providedTranche D Lenders, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate and the Brazilian Collateral Agent, Notice(s) of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion Disbursement of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful funds in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business ofaccordance with Section 2.01(b)(ii), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanent.

Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments (i) The Commitment of each Lender shall be automatically and permanently reduced by the aggregate principal amount of Loans made by such Lender pursuant to Section 2.2 upon the funding of the applicable Loans. (ii) To the extent unfunded, the Aggregate Commitment shall be automatically reduced to zero and terminate in full and expire on a Dollarthe Pre-forClosing Funding Date or the Closing Date, as applicable. (iii) In the event that the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from any non-Dollar basis ordinary course asset sales or other Dispositions of property by the Borrower or its Subsidiaries or from any Recovery Event (including proceeds from the sale of Capital Stock of any Subsidiary of the Borrower) during the period commencing on the Effective Date and ending on the Pre-Closing Funding Date or the Closing Date, as applicable, other than (A) intercompany Dispositions among the Borrower and any Subsidiary, (B) sales of obsolete or worn-out property and property no longer used or useful in the business of the Borrower and its Subsidiaries, (C) sales of assets the Net Cash Proceeds of which do not exceed (x) $5,000,000 individually and (y) $10,000,000 in the aggregate, (D) sales of assets to the extent the Net Cash Proceeds from such sale are reinvested in other assets used or useful in the business of the Borrower or any of its Subsidiaries (or used to replace damaged or destroyed assets) within twelve (12) months after receipt of such Net Cash Proceeds (or in the case of any Recovery Event, such longer period as may be reasonably required to replace or repair the affected asset), (E) sales of inventory or equipment in the ordinary course of business, (F) sales of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; and (G) sales of Investments by Insurance Subsidiaries and their Subsidiaries (other than the Capital Stock of Subsidiaries (in each case (x) in the ordinary course of business and consistent with the investment policy approved by the board of directors or such Insurance Subsidiary or (y) required by Insurance Regulatory Authorities), then the Aggregate Commitment shall be automatically and permanently reduced in an amount equal to 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, any member Subsidiary, of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent of the Reporting Group receipt by the Borrower or, as applicable, any Subsidiary, of any such Net Cash Proceeds referred to in this paragraph (c) and such notice shall be accompanied by or with an amount equal to: (i) (x) 100% a reasonably detailed calculation of the Net Cash Proceeds received received. (including iv) Without duplication of any reduction provided pursuant to clause (v) below, in an escrow accountthe event that the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from (A) by such member of the Reporting Group from any sale or issuance of debt securities (including the Chariot Notes) or any the incurrence or borrowing of any other Debt debt for borrowed money (other than Excluded Debt) and (yB) any issuance or offering of equity securities, preferred securities, hybrid securities or equity-linked securities (in a public offering or private placement) by the aggregate Borrower or any of its Subsidiaries (other than Excluded Equity Offerings) during the period commencing on the Effective Date and ending on the Pre-Closing Funding Date or the Closing Date, as applicable, then the Aggregate Commitment shall be automatically and permanently reduced in an amount equal to 100% of commitments received in respect such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds received. (v) In the event that the Borrower or any of its Subsidiaries enters into any Qualifying Committed Bank Financing during the period commencing on the Effective Date and ending on the Pre-Closing Funding Date or the Closing Date, as applicable, automatically upon the effectiveness of the definitive documentation for such facility and receipt by the Administrative Agent of a notice from the Borrower that such facility constitutes a Qualifying Committed Financing (it being understood that following Bank Financing, the effectiveness of such Aggregate Commitment reduction and solely to the extent of the amount thereof, there then outstanding shall be no duplicative prepayment of Advances from subsequent proceeds (up reduced in an amount equal to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from committed amount under such Qualifying Bank Financing on the issuance date of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) receipt by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentnotice.

Mandatory Commitment Reductions. Prior (1) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Domestic Subsidiary (or, in the case of a Debt Issuance by a Foreign Subsidiary in which such Debt is guaranteed by the Borrower or any Domestic Subsidiary, any Foreign Subsidiary) actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under the Term Facility or any other committed term loan facility that has reduced the Commitments hereunder pursuant to Section 1.13(b)(2)) or Asset Sale, in each case during the period commencing on February 3, 2015 and ending on the Closing Date, unused outstanding then the Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis in an amount equal to 100% of such Net Cash Proceeds on the date of receipt by the Borrower or any member Domestic Subsidiary (or, in the case of Debt Issuance of a Foreign Subsidiary requiring a Commitment reduction hereunder, such Foreign Subsidiary, as applicable) of such Net Cash Proceeds. The Borrower shall notify the Administrative Agent no later than the day of the Reporting Group receipt of such Net Cash Proceeds for any Equity Issuance, Debt Issuance or Asset Sale (provided that to the extent practical, the Borrower shall notify the Administrative Agent of any such Asset Sale at least three (3) Business Days prior to the receipt of the associated Net Cash Proceeds), and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds referred to received. (2) In the event that the Borrower or any of its Subsidiaries enters into any committed term loan facility (other than the Term Facility) for the purpose of financing the Blue Transactions, automatically upon the effectiveness of the definitive documentation for such term loan facility and receipt by the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Facility, the Commitments shall be automatically reduced in this paragraph (c) by or with an amount equal to: (i) (x) to 100% of the Net Proceeds received committed amount under such Qualifying Term Facility on the date of receipt by the Administrative Agent of such notice. (including in an escrow account3) by such member Any then outstanding Commitments shall automatically terminate on the earliest of (i) the Termination Date, (ii) with respect to each Lender, its funding of the Reporting Group from any sale or issuance Loans on the Closing Date in accordance with the Loan Documents, (iii) the consummation of debt securities or any incurrence or the Blue Acquisition without the borrowing of any other Debt for borrowed money (other than Excluded Debt) Loans and (yiv) the aggregate amount of commitments received date that the Blue Acquisition Agreement is terminated or expires or the Borrower notifies the Administrative Agent in respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (writing that it being understood that following the effectiveness of such Commitment reduction and solely to the extent has abandoned its pursuit of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Blue Acquisition. The Borrower shall deliver prompt written notice to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanenttermination.

Mandatory Commitment Reductions. Prior Without duplication: (i) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any Qualifying Term Loan Facility and/or any Qualifying Revolving Facility that has reduced the Commitments hereunder pursuant to clause (ii)(A) or (B) below, and subject in all events to Section 2.08(a)(iii) below) or Asset Sale, in each case during the period commencing on the Effective Date and ending on the date on which all Commitments are terminated, then the Commitments then outstanding shall, subject to Section 2.10(c)(ii), be automatically reduced in an amount equal to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis lesser of (i) 100% of such Net Cash Proceeds on the date of receipt by the Borrower or, as applicable, any member of its Subsidiaries of such Net Cash Proceeds and (ii) the amount of Commitments then outstanding. The Borrower shall promptly notify the Administrative Agent (but in any event within 3 Business Days) of the Reporting Group receipt by the Borrower, or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds referred received to the extent receipt thereof would result in a reduction of the Commitments in accordance with the foregoing. Notwithstanding the foregoing, mandatory commitment reductions with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower of such Net Cash Proceeds would have material adverse tax consequences or would violate applicable local law or applicable organizational documents of such Subsidiary. Notwithstanding anything to the contrary in this paragraph Section 2.08(a)(i), all Net Cash Proceeds described in this Section 2.08(a)(i) received by the Borrower or its Subsidiaries on or after the Closing Date are subject to the Borrower’s election rights set forth in Section 2.10(c)(ii), and to the extent any such Net Cash Proceeds are applied to prepay Loans pursuant to Section 2.10(c)(i), then such Net Cash Proceeds will not be required to be applied to reduce Commitments pursuant to Section 2.08(a)(i). (cii) by (A) In the event that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility for the purpose of financing the Transactions during the period commencing on the Effective Date and ending on the date all of the Commitments hereunder are terminated, automatically upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility in accordance with all applicable “certain funds” requirements in relation to the Offer under applicable laws and regulations, but subject to Section 2.08(a)(iii) below, the Commitments then outstanding shall be reduced in an amount equal to: (i) to the lesser of (x) 100% of the Net Proceeds received (including in an escrow account) by commitments under such member Qualifying Term Loan Facility that are subject to conditions precedent to funding that are no more restrictive than the conditions set forth herein to the funding of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) Bridge Facility and (y) the aggregate amount of commitments the Commitments then outstanding; provided, however, notwithstanding any provision to the contrary herein, after such reduction in Commitments, any Net Cash Proceeds received in by the Borrower or any of its Subsidiaries with respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for to such Qualifying Committed Financing (it being understood Term Loan Facility that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing has reduced Commitments pursuant to this clause (d)(i) of this Section 2.05); (ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans shall not result in any requirement for a further reduction in Commitments or other benefit or employee incentive arrangements, prepayment of Loans. The Borrower shall promptly (B) issuances of equity as consideration for but in any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% event within 3 Business Days of the Net Proceeds received (including in an escrow accountdate thereof) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to notify the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of entry into any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentQualifying Term Loan Facility.

Mandatory Commitment Reductions. Prior to (a) Immediately after the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date Company’s or any of its Subsidiaries’ receipt by any member of the Reporting Group of any Net Cash Proceeds referred on account of the sale, assignment or other disposition of any Real Property Parcel or personal property permitted by Section 8.3 (e) hereof, the Company shall make or cause to be made a mandatory prepayment of the Loans in this paragraph an amount equal to 80% of such Net Cash Proceeds. (b) Immediately after the Company’s or any of its Subsidiaries’ receipt of any Net Cash Proceeds from the issuance of Indebtedness (other than Indebtedness permitted by paragraphs (a), (b), (d) or (e) of Section 8.5), the Company shall make or cause to be made a mandatory prepayment of the Loans in an amount equal to 100% of such Net Cash Proceeds. (c) by Immediately after the Company’s or with any of its Subsidiaries’ receipt of any Net Cash Proceeds from any federal, state or local income tax refund or any termination, cancellation or close-out of any interest rate, swap, collar, cap or similar agreement pursuant to which the Company ▇▇▇▇▇▇ its actual interest rate exposure under the Revolving Loans (“Swap Contracts”), the Company shall make or cause to be made a mandatory prepayment in an amount equal to: (i) (x) to 100% of such Net Cash Proceeds. (d) On the Net Proceeds date any mandatory prepayment is received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing Administrative Agent pursuant to clause (d)(ia), (b), or (c) above (each such payment being a “Designated Prepayment”), such Designated Prepayment shall be allocated and applied to the Revolving Credit Obligations with a corresponding aggregate permanent reduction in the Revolving Credit Commitments equal to the amount of such Designated Prepayment. Any such prepayments shall be applied first to Base Rate Advances and then to any Eurodollar Advances (if any) with those Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. 5. Paragraph (b) of this Section 2.05); (ii) 100% 9, “Information as to Company and Subsidiaries,” of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant Credit Agreement is hereby amended to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity recite as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanent.follows:

Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments (a) The Aggregate Commitment shall be automatically and permanently reduced on a Dollar-for-Dollar basis on 360 days after the date of receipt by the Borrower or any member Subsidiary of the Reporting Group Net Available Proceeds of any Net Proceeds referred to in this paragraph (c) Asset Disposition, by or with an amount equal to: (i) (x) to 100% of the aggregate Net Available Proceeds received in excess of $500,000 realized upon all Asset Dispositions in any fiscal year of the Borrower; provided, however, that a reduction of the Aggregate Commitment shall not be made under this Section 2.7(a) to the extent, within 360 days after the receipt of such Net Available Proceeds, the Borrower applies such Net Available Proceeds towards the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long- term assets, in each case, in the same or a similar line of business as the Borrower was engaged in on the Restatement Date. (including b) Within 360 days after the receipt by the Borrower or any Subsidiary of the Net Available Proceeds of any Asset Disposition, the Borrower shall repay the Loans in an escrow account) by such member amount equal to the lesser of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (yi) the aggregate outstanding principal amount of commitments received in respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction Loans and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05); (ii) 100% the amount of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate)reduction; provided, however, that if no Event of Default exists and the Borrower a prepayment shall deliver not be required to be made under this Section 2.7(b) to the Administrative Agent a certificate of a Responsible Officer of extent, within 360 days after the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Available Proceeds, the Borrower applies such Net Available Proceeds to acquiretowards the acquisition of a controlling interest in another business, maintainthe making of a capital expenditure or the acquisition of other long-term assets, developin each case, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group same or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or similar line of business of), any Person as the Borrower was engaged in a business of a type that on the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentRestatement Date.

Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (c) by or with an amount equal to: (i) (x) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) When the aggregate amount of commitments all Net Proceeds received by the Borrower and its Subsidiaries on a consolidated basis from Asset Sales (excluding (A) any Net Proceeds reinvested in respect accordance with Section 7.02(i) and (B) any Net Proceeds received from the sale of Designated Acres as permitted by Section 7.02(f)) since the Closing Date equals $1 billion, then, if any Net Proceeds received from time to time thereafter by the Borrower or any of its Subsidiaries from Asset Sales are applied to prepay any of the Loans pursuant to Section 2.05(b)(ii), the Aggregate Commitments shall be reduced from time to time by the amount of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05);prepayment. (ii) 100% of The Aggregate Commitments shall be reduced from time to time by the Net Proceeds received (including in an escrow account) from the issuance amount of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) prepayment of Loans undertaken by any member of the Reporting Group (other than (A) issuances Borrower pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the SeparationSection 2.05(b)(iii); and. (iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Aggregate Commitments pursuant to this Section 2.06(b) shall be applied to the Commitment of each Lender according to its Pro Rata Share and shall be effective upon such prepayment. All facility fees accrued until the effective date of any reduction of the Aggregate Commitments shall be permanentpaid on the effective date of such reduction. (iv) Any reduction in the Aggregate Commitments which reduces the Aggregate Commitments below the then current amount of the Letter of Credit Sublimit shall result in an automatic corresponding reduction of the Letter of Credit Sublimit to the amount of the Aggregate Commitment as so reduced, without any action on the part of the L/C Issuer. (v) Any reduction of the Aggregate Commitments which reduces the Aggregate Commitments below the then current amount of the Swing Line Sublimit shall result in an automatic corresponding reduction of the Swing Line Sublimit to the amount of the Aggregate Commitments, as so reduced, without any action on the part of the Swing Line Lender. (vi) Once reduced or terminated in accordance with this Section 2.06, neither the Aggregate Commitments, the Letter of Credit Sublimit nor the Swing Line Sublimit may be increased.

Mandatory Commitment Reductions. Prior to (a) Unless the Closing DateLenders then holding more than 85% of the Aggregate Commitment (excluding any portions thereof held by any Non-Funding Lender) then in effect otherwise agree, unused outstanding Commitments the Aggregate Commitment shall be automatically promptly (and permanently reduced on a Dollar-for-Dollar basis in any event on the date of receipt by Revlon Holdings, any member Revlon Holdings Support Party, the Company or any Subsidiary of the Reporting Group Company of such Net Proceeds) permanently reduced by the amount equal to the amount of Net Proceeds from any Net Proceeds referred to Event (other than a Net Proceeds Event described in this paragraph clause (cb) below) which has the effect of releasing any material collateral provided for in any Security Document. (b) Unless the Required Lenders otherwise agree, the Aggregate Commitment shall be promptly (and in any event within one Business Day following receipt by or with an the relevant Person of such Net Proceeds) permanently reduced by the amount equal to: (i) (x) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments Net Proceeds received from Net Proceeds Events in respect of the incurrence by any Qualifying Committed Financing upon Revlon Holdings Support Party, the effectiveness Company or any of definitive documentation its Subsidiaries of Indebtedness for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05)borrowed money; (ii) 100% the amount equal to the portion of the aggregate amount of Net Proceeds (other than the Net Proceeds with respect to Net Proceeds Events constituting Resale Transactions) received (including by Revlon Holdings, any Revlon Holdings Support Parties, the Company and its Subsidiaries from all Net Proceeds Events in an escrow account) from the issuance respect of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans the sale, transfer or other benefit disposition of capital stock or employee incentive arrangementsother equity interests of Revlon Holdings or any Revlon Holdings Support Party, (B) issuances of equity as consideration for any acquisition the sale, lease, transfer or other Investment, disposition of assets of Revlon Holdings or any Revlon Holdings Support Party and (C) issuances the sale, lease, transfer or other disposition of assets of the Company and its Subsidiaries (including, without limitation, any primary issuance and sale of equity interests securities) which (in the case of this clause (C) only) does not have the effect of releasing material collateral provided for in any Foreign SubsidiariesSecurity Document; provided, however, that (x) no such reduction of the Aggregate Commitment shall be required pursuant to this subsection 10.4(b)(ii) during any year ending on an anniversary of the date hereof to the extent that the aggregate amount of such Net Proceeds, together with all other Net Proceeds described in this subsection 10.4(b)(ii) received during such year, is less than $10,000,000 or the Equivalent in any other currency thereof, (Dy) issuances no such reduction of equity interests of Domestic Subsidiaries yielding the Aggregate Commitment shall be required pursuant to this subsection 10.4(b)(ii) with respect to the Net Proceeds from any Net Proceeds Event in respect of a Resale Transaction, which Net Proceeds shall instead be applied in accordance with the provisions of subsection 10.3(g), and (z) for purposes of this subsection 10.4(b)(ii) only, the term "Net Proceeds" shall not include the Net Proceeds from any Specified Disposition to the extent that the aggregate amount of Net Proceeds from all Specified Dispositions since the date hereof does not exceed $500 million in 25,000,000; (iii) the amount equal to the aggregate amount of Net Proceeds received by the Company and its Subsidiaries from any Net Proceeds Events (Eother than those otherwise described in this subsection 10.4) issuances in connection with of the Separation)Company and its Subsidiaries; and (iiic) 100% Unless the Required Lenders otherwise agree, the Aggregate Commitment shall be promptly (and in any event within one Business Day following receipt by the Administrative Agent of the financial statements contemplated by subsection 13.1(a) for such year) permanently reduced by the amount equal to the Net Proceeds received (including in an escrow account) Excess Cash Flow of the Company and its Subsidiaries for the fiscal year of the Company covered by such member financial statements (commencing with the fiscal year ending December 31, 1997); provided that if the Leverage Ratio of the Reporting Group from Asset Sales outside Company and its Subsidiaries for the ordinary course period of business (except for (A) Asset Sales between or among members four consecutive fiscal quarters ending on the last day of the Reporting Group and (B) Asset Salesfiscal year of the Company covered by such financial statements is less than or equal to 4.25 to 1.0, the Net Proceeds Aggregate Commitment shall not be required to be so reduced. (d) If, any Borrower would incur costs pursuant to subsection 10.12 as a result of any payment due pursuant to subsection 10.3 which do result from any commitment reduction required to be made pursuant to this subsection 10.4, such Borrower may deposit the amount of such payment with the Administrative Agent, for the benefit of the relevant Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be made (provided that such deposit does not exceed $500 million in the aggregateviolate any provision of any Indenture); provided, that if no Event of Default exists and the . Each Borrower shall deliver hereby grants to the Administrative Agent Agent, for the benefit of such Lenders, a certificate of a Responsible Officer of the security interest in all amounts in which such Borrower has any right, title or interest which are from time to time on deposit in such cash collateral account and expressly waives all rights (which rights such Borrower hereby acknowledges and agrees are vested exclusively in the Administrative Agent promptly following receipt of Agent) to exercise dominion or control over any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentamounts.

Mandatory Commitment Reductions. Prior (i) The aggregate Acquisition Revolving Commitments and aggregate W/C Revolving Commitments, in that order of priority, shall be permanently reduced from time to time by the amount of any mandatory prepayment or Cash Collateralization of the Obligations required by subsection 2.6(a); provided that to the Closing Dateextent a sale of assets, unused outstanding Commitments an Event of Loss or Timber Harvest shall not result in any prepayment of the Loans pursuant to subsection 2.6(a) because the Loans have been repaid in full, first, the aggregate Acquisition Revolving Commitment and, second, the aggregate W/C Revolving Commitment, shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (c) by or with an amount equal to: (i) (x) 100% to the amount that would otherwise be applied to a prepayment or Cash Collateralization of the Net Proceeds received (including in an escrow account) Obligations by such member operation of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing subsection 2.6(a). Such permanent reduction shall take effect upon the effectiveness date the corresponding mandatory prepayment is or would (if Loans were outstanding) be required by subsection 2.6(a) or, in the case of definitive documentation for such Qualifying Committed Financing (it being understood funds actually deposited as Cash Collateral under that following subsection, upon the effectiveness application of such Commitment reduction and solely cash collateral to the extent of the amount thereofW/C Revolving Loans or Acquisition Revolving Loans, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05);as applicable. (ii) 100% Upon the occurrence of a Change of Control, the Company shall notify the Agent thereof and, upon notice to the Company by the Agent at the direction of the Net Proceeds received (including in an escrow account) from Required Lenders within 90 days after the issuance later of any equity interests (including any equity-linked securitiessuch Change of Control or receipt of such notice of Change of Control, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate Acquisition Revolving Commitment and (E) issuances in connection with the Separation); andaggregate W/C Revolving Commitment shall be permanently reduced to $0 and terminated. (iii) 100% Upon any permanent reduction in the aggregate Acquisition Revolving Commitments or aggregate W/C Revolving Commitments, the corresponding Acquisition Revolving Commitment or W/C Revolving Commitment, as the case may be, of each Bank shall automatically be reduced by an amount equal to such Bank's ratable share of the Net Proceeds received (including in an escrow account) by such member reduction, effective as of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members earlier of the Reporting Group date that any corresponding prepayment is made or the date by which such prepayment is due and (B) Asset Salespayable hereunder. All accrued commitment fees to, but not including the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt effective date of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade reduction or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets). Any termination or reduction of the Commitments shall be permanentpaid on the effective date of such reduction or termination.