Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (aa)(i) (i) If on On any date on which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders and Lenders, the outstanding principal amount of the Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, date exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline LoansLoans and, and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash and/or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder in a cash collateral account to be established by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, date exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day ---------------------------------------------- on any date which the sum of (xi) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and made by Non-Defaulting Banks plus (yii) the WC Letter of Credit Outstandings on such date, Outstanding as then in effect exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (aa)(i) (i) If on On any date on which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders and Lenders, the outstanding principal amount of the Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, date exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline LoansLoans and, and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash and/or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder in a cash collateral account to be established by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, date exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower SMT shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower SMT shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower SMT to Non-Defaulting Lenders Banks hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date date, the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount (in U.S. Dollars) in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting the Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If On any ---------------------------------------------- day on any date which the sum of (xi) the aggregate outstanding principal amount of Tranche A Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and made by Non-Defaulting Banks plus (yii) the WC Letter of Credit Outstandings on such date, Outstanding as then in effect exceeds the Adjusted Total Tranche A Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Tranche A Revolving Loans of Non-Non- Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Tranche A Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Tranche A Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Non- Defaulting LendersBanks, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (A) (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by the Non-Defaulting Lenders and Banks, Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, Loans and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of the Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to Banks under Section 2.04(a) in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent. Such cash or Cash Equivalents shall be released to the Borrower when such obligations under Section 2.04(a) are satisfied or as may be necessary to insure that the amount of such cash or Cash Equivalents do not exceed the Letter of Credit Outstandings.

Mandatory Repayments and Commitment Reductions. (aa)(i) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by of Non-Defaulting Lenders and Banks, the aggregate outstanding principal amount of Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC amount of Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the agrees to prepay principal of Swingline LoansLoans and, and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall agrees to pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (xi) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (yii) the WC Letter of Credit Outstandings on such date (after giving effect to all other repayments thereof on such date, ) exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent Agent, for the benefit of the RL Lenders, shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, date exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Non- Defaulting LendersBanks, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (A) (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders and Loans, Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, Loans and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to under Section 2.04(a) in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent. So long as no Default or Event of Default is then continuing, such cash or Cash Equivalents shall be released to the Borrower when such obligations under Section 2.04(a) are satisfied or as may be necessary to insure that the amount of such cash or Cash Equivalents do not exceed the Letter of Credit Outstandings.

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day on any date which the sum of (xI) the aggregate outstanding principal amount of all Revolving Loans made by Non-Defaulting Lenders and (after giving effect to all other repayments thereof on such date (for this purpose, using the Dollar Equivalent for all Alternate Currency Revolving Loans)), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (yIII) the WC aggregate amount of all the Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower Borrowers shall repay on such date the principal of Swingline LoansLoans and, and after all Swingline Loans have been repaid in full or if no Swingline Loans are or remain outstanding, the principal of Revolving Loans (in the case of Non-Defaulting Lenders payments made with respect to Alternate Currency Revolving Loans, taking the Dollar Equivalent of the amounts paid in the respective Alternate Currency in which payments on such Alternate Currency Revolving Loans are owing) in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Borrowers hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, Aggregate Dollar Facility RL Exposure exceeds the Adjusted Total Dollar Facility Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay prepay on such date the principal of Swingline Loans, and if no outstanding Swingline Loans are or remain outstanding, and/or the principal of outstanding Dollar Facility Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Dollar Facility Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Dollar Facility Letter of Credit Outstandings exceeds the Adjusted Total Dollar Facility Revolving Loan Commitment as then in effect, the U.S. Borrower shall agrees to pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents (in Dollars) equal to the amount of such excess (up to a maximum amount equal to the aggregate sum of (x) the principal amount of WC all outstanding Competitive Bid Loans plus (y) the Dollar Facility Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the obligations all Obligations of the U.S. Borrower to Non-Defaulting Lenders hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent; provided that any cash or Cash Equivalents provided pursuant to this Section 4.02(a)(i) shall be applied first, to any Obligations of the U.S. Borrower owing to the Lenders with Dollar Facility Revolving Loan Commitments (or related outstanding Obligations hereunder) and second, to all other Obligations of the U.S. Borrower hereunder.