Common use of Mandatory Payments and Prepayments Clause in Contracts

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of Loans made to such Borrower. (b) Subject to the provisions of Section 3.8(a), in the event that, at any time, the aggregate Tranche 1 Credit Exposure shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Borrower will immediately prepay the outstanding principal amount of Loans made to it in its pro rata portion of the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in such Borrower’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such Borrower, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount. (c) Subject to the provisions of Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall exceed the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Account Party shall within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess, with any such cash or Cash Equivalents retained by the Administrative Agent and held in such Account Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of such Account Party, as more particularly described in Section 3.8, and thereupon such cash or Cash Equivalents shall be deemed to reduce the aggregate Tranche 2 Letter of Credit Exposure by an equivalent amount. (d) Subject to the provisions of Section 2.6(c) and Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Party at such time, such Account Party shall immediately deposit into a Custodial Account Eligible Collateral or reduce its Tranche 2 Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of all Loans made to such Borrower. (b) Subject to the provisions of Section 3.8(a), in In the event that, at any time, the aggregate Tranche 1 Aggregate Credit Exposure shall exceed 105% (or, if denominated solely in Dollars, 100%) of the aggregate Tranche 1 Total Commitments at such time (after giving effect to any concurrent termination or reduction thereof) (such excess amount, an “Over-Advance”), each Borrower will immediately prepay the outstanding principal amount of Loans made to it in its pro rata portion of the amount of such excessOver-Advance; provided that, to the extent such excess amount an Over-Advance is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in such Borrower’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such Borrower, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount. (c) Subject to the provisions of Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall exceed the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Account Party shall within one Business Day immediately pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents Collateral in an aggregate amount equal to its pro rata portion of the amount of such excessremaining Over-Advance, with any such cash or Cash Equivalents Collateral retained by the Administrative Agent and held in such Account Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of such Account Party, as more particularly described in Section 3.83.9, and thereupon such cash or Cash Equivalents Collateral shall be deemed to reduce the aggregate Tranche 2 Letter of Aggregate Credit Exposure by an equivalent amountDollar Amount. (dc) Subject to the provisions of Section 2.6(c) and Section 3.8(b3.9(a), in the event that, at any time, the aggregate Tranche 2 Letter Loans and L/C Obligations of any Credit Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Credit Party at such time, such Account Credit Party shall immediately deposit into a Custodial Account Eligible Collateral or prepay its Loans or reduce its Tranche 2 L/C Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions hereofof this Agreement, each Borrower the aggregate outstanding principal of the Loans shall repay to the Lenders be due and payable in full on the Tranche 1 Maturity Date the aggregate outstanding principal amount of Loans made to such BorrowerDate. (b) Subject to the provisions of Section 3.8(a), in In the event that, at any time, the aggregate Tranche 1 Credit Exposure shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Borrower the Borrowers will immediately prepay the outstanding principal amount of the Loans made to it in its pro rata portion of the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in such Borrower’s the Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such BorrowerExposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amountamount. (c) Subject to the provisions of Section 3.8(b), in In the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure at such time shall exceed the lesser of (y) the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof)) and (z) the aggregate Collateral Value at such time, each the Borrowers will, to the extent they have not deposited additional Collateral in a Custodial Account Party shall having a Collateral Value at least equal to such excess within one the three (3) Business Day period specified in Section 8.12 and subject to the other terms of this Agreement, immediately pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess, with any such cash or Cash Equivalents excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in such Account Party’s the Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of such Account PartyExposure, as more particularly described in Section 3.8, and thereupon such cash or Cash Equivalents funds shall be deemed to reduce the aggregate Tranche 2 Letter of Credit Exposure by an equivalent amount. (d) Subject to the provisions of Section 2.6(c) and Section 3.8(b), in In the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure attributable pertaining to any Borrower shall exceed the Collateral Value in the Custodial Account Party exceeds the Borrowing Base of such Account Party at such timeBorrower, such Account Party shall immediately deposit into a Borrower will, to the extent it has not deposited additional Collateral in its Custodial Account Eligible having a Collateral or reduce its Value at least equal to such excess within the three (3) Business Day period specified in Section 8.12 and subject to the other terms of this Agreement, immediately pay to the Administrative Agent the amount of such excess in Dollars and in immediately available funds to be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the Tranche 2 ObligationsLetter of Credit Exposure pertaining to it, or a combination as more particularly described in Section 3.8, and thereupon such funds shall be deemed to reduce the Tranche 2 Letter of the foregoing, in Credit Exposure pertaining to such Borrower by an amount sufficient to eliminate such excessequivalent amount.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of Loans made to such the Borrower. (b) Subject to the provisions of Section 3.8(a), in the event that, at any time, the aggregate Tranche 1 Credit Exposure shall exceed the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each the Borrower will immediately prepay the outstanding principal amount of Loans made to it in its pro rata portion of the amount of such excess; provided that, to the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, each Credit Party shall immediately pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount so prepaid of such excess amount, which shall be retained by the Administrative Agent and held in such Borrowerthe respective Credit Party’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such BorrowerExposure, as more particularly described in Section 3.8, and thereupon such cash shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount. (c) Subject to the provisions of Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall exceed the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Account Credit Party shall within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents in an aggregate amount equal to its pro rata portion of the amount of such excess, with any such cash or Cash Equivalents retained by the Administrative Agent and held in such Account Credit Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of such Account Credit Party, as more particularly described in Section 3.8, and thereupon such cash or Cash Equivalents shall be deemed to reduce the aggregate Tranche 2 Letter of Credit Exposure by an equivalent amount. (d) Subject to the provisions of Section 2.6(c) and Section 3.8(b), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Party at such time, such Account Party shall immediately deposit into a Custodial Account Eligible Collateral or reduce its Tranche 2 Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.

Mandatory Payments and Prepayments. (a) Except to the extent due or paid sooner pursuant to the provisions hereof, each Borrower shall repay to the Lenders on the Tranche 1 Maturity Date the aggregate outstanding principal amount of all Loans made to such Borrower. (b) Subject to the provisions of Section 3.8(a), in In the event that, at any time, the aggregate Tranche 1 Credit Exposure shall exceed 105% (or in the case of the Tranche 1 Credit Exposure denominated solely in Dollars, 100%) of the aggregate Tranche 1 Commitments at such time (after giving effect to any concurrent termination or reduction thereof) (such excess amount, an “Over-Advance”), each Borrower will immediately prepay the outstanding principal amount of Loans made to it in its pro rata portion of the amount of such excessOver-Advance; provided that, to the extent such excess amount an Over-Advance is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, each Account Party shall immediately pay or deliver to the Administrative Agent Cash Collateral in an aggregate amount so prepaid shall be equal to its pro rata portion of the remaining Over-Advance, with any such Cash Collateral retained by the Administrative Agent and held in such BorrowerAccount Party’s Cash Collateral Account as cover for the aggregate Tranche 1 Letter of Credit Exposure of such BorrowerAccount Party, as more particularly described in Section 3.83.9, and thereupon such cash Cash Collateral shall be deemed to reduce the aggregate Tranche 1 Letter of Credit Exposure by an equivalent Dollar Amount. (c) Subject to the provisions of Section 3.8(b), in In the event that, at any time, the aggregate Tranche 2 Letter of Credit Exposure shall exceed 105% (or in the case of the Tranche 2 Letter of Credit Exposure denominated solely in Dollars, 100%) of the aggregate Tranche 2 Commitments at such time (after giving effect to any concurrent termination or reduction thereof), each Account Party shall within one Business Day pay or deliver to the Administrative Agent an amount of cash or Cash Equivalents Collateral in an aggregate amount equal to its pro rata portion of the amount of such excess, with any such cash or Cash Equivalents Collateral retained by the Administrative Agent and held in such Account Party’s Cash Collateral Account as cover for the aggregate Tranche 2 Letter of Credit Exposure of such Account Party, as more particularly described in Section 3.83.9, and thereupon such cash or Cash Equivalents Collateral shall be deemed to reduce the aggregate Tranche 2 Letter of Credit Exposure by an equivalent amountDollar Amount. (d) Subject to the provisions of Section Sections 2.6(c) and Section 3.8(b3.9(a), in the event that, at any time, the aggregate Tranche 2 Letter of Credit Secured L/C Exposure attributable to any Account Party exceeds the Borrowing Base of such Account Party at such time, such Account Party shall immediately deposit into a Custodial Account Eligible Collateral or reduce its Tranche 2 Secured L/C Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess.