Common use of Mandatory Repayment of Revolving Credit Loans Clause in Contracts

Mandatory Repayment of Revolving Credit Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Revolving Credit Outstandings”) exceeds 100% of the Total Revolving Credit Commitment as then in effect, the Borrower shall forthwith repay on such date the principal amount of Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall pay to the Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment for the benefit of the Lenders as security for the obligations of the Borrower hereunder (including obligations in respect of Letters of Credit Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agent, until the proceeds are applied to the secured obligations) (a “Cash Collateral Agreement”). For the avoidance of doubt, in the case of an excess caused by the expiration, termination or reduction of the Non-Extended Revolving Credit Commitments (whether on the Non-Extended Revolving Credit Maturity Date, the Reallocation Date or any earlier date), such repayment or cash collateralization shall be made not later than such Maturity Date or earlier date (and, in any event, prior to or substantially concurrently with any reallocation contemplated by the last sentence of Section 3.3(b)).

Mandatory Repayment of Revolving Credit Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Revolving Credit Outstandings”) exceeds 100% of the Total Revolving Credit Commitment as then in effect, the Borrower shall forthwith repay on such date the principal amount of Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall pay to the Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment for the benefit of the Lenders as security for the obligations of the Borrower hereunder (including obligations in respect of Letters of Credit Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agent, until the proceeds are applied to the secured obligations) (a “Cash Collateral Agreement”). For the avoidance of doubt, in the case of an excess caused by the expiration, termination or reduction of the Non-Extended Revolving Credit Commitments (whether on the Non-Extended Revolving Credit Maturity Date, the Reallocation Date or any earlier date), such repayment or cash collateralization shall be made not later than such Maturity Date or earlier date (and, in any event, prior to or substantially concurrently with any reallocation contemplated by the last sentence of Section 3.3(b)). (c) Application of Loan Prepayment Amounts. Each prepayment of Loans required by Section 5.2(a) shall be applied as follows: first, to reduce the amortization payments in respect of the Term Loans (other than any Other Term Loans that are not entitled to such prepayment pursuant to the terms thereof) ratably in direct order of maturity to the remaining amortization payments required to be made by the Borrower pursuant to Section 2.5(b) or the terms of any Other Term Loans entitled to such prepayment (such amount being, the “Amortization Amount”) (provided that any Term Loan Lender may decline any such prepayment required by Section 5.2(a) in the manner set forth below in this Section 5.2(c), in which case any such Declined Amounts shall be retained by the Borrower and shall be used by the Borrower for general corporate purposes); and second, subject to Section 2.1(b)(iii), to repay the Revolving Credit Loans and Unpaid Drawings, ratably in accordance with respective amounts thereof (provided that (x) until the Revolving Credit Loans have been paid in full, the portion thereof that would otherwise be applied to Unpaid Drawings shall instead be applied ratably to the Revolving Credit Loans and (y) any application of any such prepayment to Revolving Credit Loans or Unpaid Drawings shall be without reduction of the Revolving Credit Commitments of each Lender (unless otherwise elected by the Borrower in a notice delivered at the time of such prepayment pursuant to Section 5.1 and Section 4.2); and third, to cash collateralize Letters of Credit Outstanding pursuant to a Cash Collateral Agreement. With respect to each such prepayment, (i) the Borrower will, on the date prior to the date of any Debt Incurrence Prepayment Event and not later than the date three Business Days prior to the date specified in Section 5.2(a) for making such prepayment with respect to any other Prepayment Event, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) each Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Borrower and the Administrative Agent within two Business Days (or, with respect to any Debt Incurrence Prepayment Event, within one Business Day) after such Lender’s receipt of notice from the Administrative Agent of such prepayment and (iii) the Borrower will make all such prepayments not so refused upon the date specified in Section 5.2(a) for making such prepayment. Any Term Loan Lender that does not decline such prepayment in writing on or prior to the date referenced in clause (ii) above shall be deemed to have accepted such prepayment.