Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows:
(a) If at any time the amount of the Credit Extensions exceeds the Line Cap, the Borrower will (x) immediately upon notice from the Administrative Agent if such notice is received on or before 12:00 noon on a Business Day, or (y) if such notice is received after 12:00 noon on a Business Day, by 10:00 a.m. on the next succeeding Business Day, (1) prepay the Loans in an amount necessary to eliminate such excess, and (2) if, after giving effect to the prepayment in full of all outstanding Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 103% of the Letters of Credit Outstanding.
(b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable.
(c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing.
(d) Any payments made pursuant to SECTIONS 2.17(b) and (c) above at any time when an Event of Default is not then continuing (it being understood and agreed that if an Event of Default shall have occurred and be continuing, SECTION 7.03 shall apply), shall be applied to the Obligations in the following order of priority:
(A) FIRST, to pay interest and fees due and payable on the Credit Extensions to the Borrower;
(B) SECOND, to pay outstanding Swingline Loans of the Borrower;
(C) THIRD, to pay all outstanding reimbursement obligations for drawings made under Letters of Credit of the Borrower;
(D) FOURTH, to pay principal outstanding under outstanding Loans to the Borrower that are Prime Rate Loans; and
(E) FIFTH, to pay outstanding Loans of the Borrower that are LIBO Loans and all Breakage Costs due in respect of such repayment or, at the Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account pursuant to SECTION 2.17(e) sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then pending Interest Period therefor;
(F) SIXTH, in each case at the option of the Administrative Agent (or at the direction of the Required Lenders), in the following priority:
(1) to pay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party;
(2) to pay Credit Party Expenses, indemn...
Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows:
(a) If at any time the amount of the Tranche A Credit Extensions by the Tranche A Lenders exceeds the lesser of the aggregate Tranche A Commitments or the Tranche A Borrowing Base, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans (including Swingline Loans) in an amount necessary to eliminate such deficiency and (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings.
(b) If at any time the amount of the Revolving Credit Extensions by the Revolving Lenders causes Excess Availability to be less than zero, the Borrowers will, immediately upon notice from the Administrative Agent: (i) prepay the Tranche A Loans in an amount necessary to eliminate such deficiency; (ii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency; and (iii) if, after giving effect to the prepayment in full of all outstanding Tranche A Loans and Tranche A-1 Loans such deficiency has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Letter of Credit Outstandings.
(c) The Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.19, to the extent then applicable.
(d) So long as a Liquidation has not been commenced and the conditions set forth in Section 4.02 have been satisfied by the Loan Parties, at the time of the delivery of each Borrowing Base Certificate, Tranche A Loans shall be made by the Tranche A Lenders to repay the Tranche A-1 Loans to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate.
(e) Except during the continuance of a Trigger Event (Cash Dominion), any Net Cash Proceeds, Cash Receipts and other payments received by the Administrative Agent shall be applied as the Lead Borrower shall direct the Administrative Agent in writing, and otherwise consistent with the provisions of Section 2.08.
(f) Subject to the foregoing, except as otherwise directed by the Lead Borrower (whose direction may be g...
Mandatory Prepayment; Commitment Termination; Cash Collateral. (a) If at any time the aggregate principal amount of the outstanding Loans PLUS the Letter of Credit Outstandings exceeds the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within three Business Days (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans PLUS the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of the Loans, the undrawn amount of outstanding Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Total Commitment or Borrowing Base, as the case may be.
(b) Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrower shall repay the Loans in full (plus any accrued but unpaid interest and fees thereon) and, except as the Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the Letter of Credit Outstandings exceeds the amount of cash held in the Letter of Credit Account, such cash to be remitted to the Borrower upon the expiration, cancellation, satisfaction or other termination of such reimbursement obligations, or otherwise comply with Section 2.03(b).
Mandatory Prepayment; Commitment Termination; Cash Collateral. (a) If at any time the aggregate principal amount of the outstanding Loans plus the Letter of Credit Outstandings exceeds the lesser of (x) 95% of the Total Commitment and (y) on or after the first date as of which a Borrowing Base Certificate is required to be delivered to the Agent, 95% of the Borrowing Base, the Borrower will immediately (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate Letter of Credit Outstandings to be equal to or less than the 95% of Total Commitment and/or 95% of the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of the Loans, the undrawn amount of outstanding Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds 95% of the Total Commitment and/or 95% of the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds 95% of the Total Commitment or 95% of the Borrowing Base, as the case may be.
(b) Upon the sale or other disposition (including as a result of casualty loss or condemnation occurring after the occurrence and continuation of an Event of Default) of any leasehold interests or fixed assets (other than in the case of(1) ordinary course sales of fixtures and equipment (that are not in connection with any going-out-of-business salesStore Closure Sales) or(2) transfers permitted pursuant to Section 6.11(iii), (3) sale/leasebacks of new stores referred to in Section 6.01(v)(x) or (4) sales or other dispositions of the Borrower’s aircraft referred to in paragraph 1 of Schedule 6.11) of the Borrower or the Guarantors (including, without limitation, the termination or assignment of leases), at such times as the cumulative Net Proceeds thereof exceed an amount$150,000,000 in the aggregate to be agreed upon by the Initial Banks on or prior to the date of the entry of the Final Order, the Borrower shall apply a percentage to be agreed upon by the Initial Banks on or prior to the date of the entry of the Final Order50% of the Net Proceeds thereof received thereafter (each, a “Prepayment Amount”) to the prepayment of the Loans, it being understood and agreed that with respect to any such sale or disposition occurring prior to the entryreduction of the Final OrderTotal Tranc...
Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows:
Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to mandatory prepayment as follows:
(a) if at any time the aggregate principal amount of the outstanding Loans plus the aggregate "Letter of Credit Outstandings" under the Long-Term Credit Agreement plus the aggregate principal amount of all "Loans" outstanding under the Long-Term Credit Agreement exceeds the Borrowing Base, the Borrower will within three Business Days prepay the Loans (or the "Loans" under the Long-Term Credit Agreement) in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the aggregate "Letter of Credit Outstandings" under the Long-Term Credit Agreement plus the aggregate principal amount of all "Loans" outstanding under the Long-Term Credit Agreement to be equal to or less than the Borrowing Base; and
Mandatory Prepayment; Commitment Termination; Cash Collateral of the Credit Agreement is hereby amended by inserting the word “Excess” before the word “Availability” in the second line of paragraph (a) thereof.
Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows:
(a) If at any time Availability is less than $0.00, the Borrowers will immediately upon notice from the Administrative Agent (1) prepay the Revolving Credit Loans in an amount necessary to eliminate such deficiency, and (2) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such deficiency has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 105% of the Letters of Credit Outstanding until such deficiency has been eliminated.
(b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.16 hereof.
(c) Upon the Termination Date, the Commitments and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations owing by them.
Mandatory Prepayment; Commitment Termination; Cash Collateral. The outstanding Obligations shall be subject to prepayment as follows:
(a) If at any time the amount of the Credit Extensions by Domestic Lenders exceeds Domestic Availability, including, without limitation, as a result of one or more fluctuations in the exchange rate of the CD$ against the dollar, the Domestic Borrowers will, immediately upon notice from the Administrative Agent: (x) prepay the Revolving Credit Loans in an amount necessary to eliminate such excess; and (y) if, after giving effect to the prepayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the Cash Collateral Account in an amount equal to 101.5% of the Domestic Letters of Credit Outstanding.
(b) If at any time the amount of the Credit Extensions to the Canadian Borrower exceeds Canadian Availability, in each case calculated in Dollars at the Equivalent Amount, including, without limitation, as a result of one or more fluctuations in the exchange rate of the CD$ against the dollar, the Canadian Borrowers will immediately upon notice from the Canadian Agent (or within five (5) Business Days after notice from the Canadian Agent if such excess is solely the result of one or more fluctuations in the exchange rate of the CD$ against the dollar and the Canadian Loan Ceiling has not been exceeded) (A) prepay the Revolving Credit Loans to the Canadian Borrower in an amount necessary to eliminate such excess, and (B) if, after giving effect to the prepayment in full of all such outstanding Revolving Credit Loans such excess has not been eliminated, deposit cash into the applicable Cash Collateral Account in an amount equal to 101.5% of the Canadian Letters of Credit Outstanding.
(c) The Revolving Credit Loans shall be repaid daily in accordance with (and to the extent required under) the provisions of SECTION 2.18, to the extent then applicable.
(d) Any Net Proceeds received from a Prepayment Event arising from Collateral included in the Tranche A Borrowing Base, the Tranche A-1 Borrowing Base or the Canadian Borrowing Base (other than from sales of Inventory in the ordinary course of business), whether or not a Cash Dominion Event then exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in the order of priority set forth in SECTION 7.03, provided that the provisions of this clause (d) shall not apply only if a Cash Dominion Event does not exist or arise from suc...
Mandatory Prepayment; Commitment Termination; Cash Collateral. (a) If at any time the aggregate principal amount of the outstanding Loans plus the Letter of Credit Outstandings exceeds the lesser of (x) the Total Commitment and (y) the Borrowing Base, the Borrower will within two Business Days (i) prepay the Loans in an amount necessary to cause the aggregate principal amount of the outstanding Loans PLUS the aggregate Letter of Credit Outstandings to be equal to or less than the Total Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of the Loans, the Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account exceeds the Total Commitment and/or the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the Letter of Credit Outstandings in excess of the amount of cash held in the Letter of Credit Account so exceeds the Total Commitment or Borrowing Base, as the case may be (and the Agent shall be authorized to debit any account of the Borrower or the Guarantors in an amount equal to the amount of such prepayment or cash collateralization), PROVIDED, HOWEVER, any prepayment pursuant to this subsection (a) shall not result in a reduction of the Total Commitment.
