Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments made with respect to the Canadian Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”. If, after giving effect to the prepayment of all outstanding Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effecteffect for a period of five consecutive Business Days, (2) the Aggregate Revolving A Credit Exposure exceeds Corporation shall prepay on such day the Total Revolving A Loan Capacity then principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effectfull, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Domestic Dollar Revolving Loans and Canadian Alternate Currency Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Canadian Non-Dollar Alternate Currency Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (xI) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian such Alternate Currency Revolving Loan Borrower or Borrowers to the Canadian Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn $100,000Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Alternate Currency RL Lenders which shall be paid to and applied by the Canadian Alternate Currency RL Lenders, in satisfaction of the obligations to the Canadian Alternate Currency RL Lenders of the respective Canadian Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker’s Bankers’ Acceptances, on the maturity date thereof, and (yII) to the extent such excess exceeds the amount applied pursuant to preceding clause (xI), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in an amount Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clause clauses (xI) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds Corporation shall prepay on such day the Total Revolving A Loan Capacity then principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effectfull, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Alternate Currency Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to the Canadian Alternate Currency Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (xI) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian such Alternate Currency Revolving Loan Borrower or Borrowers to the Canadian Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn $100,000Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Alternate Currency RL Lenders which shall be paid to and applied by the Canadian Alternate Currency RL Lenders, in satisfaction of the obligations to the Canadian Alternate Currency RL Lenders of the respective Canadian Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (yII) to the extent such excess exceeds the amount applied pursuant to preceding clause (xI), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in an amount Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clause clauses (xI) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the sum of the aggregate outstanding principal amount of the Revolving Loans (1for this purpose, using the Dollar Equivalent of the outstanding principal or Face Amount, as the case may be, thereof in the case of outstanding Canadian Dollar Revolving Loans) made by Non-Defaulting Banks, Swingline Loans and the Aggregate Revolving Letter of Credit Exposure Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds Company shall prepay principal of Swingline Loans and, after the Total Revolving A Loan Capacity then Swingline Loans have been repaid in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effectfull, the Borrowers Company shall repay the principal of outstanding Company Revolving Loans and/or the Canadian Borrower shall repay the principal of such Tranche (outstanding Canadian Borrower Revolving Loans other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) matured (with such repayment of Revolving Loans to be allocated between Tranches and between Dollar Company Revolving Loans and Canadian Borrower Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments made with respect to the Canadian Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence)) of Non-Defaulting Banks, the sum of the outstanding Bankers’ ' Acceptance Loans of Non-Defaulting Banks (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter of Credit Outstandings exceeds exceed the Adjusted Total Revolving Loan Commitment then in effect, (xi) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Canadian Borrower with the Administrative Agent to cash collateralize Bankers' Acceptances in substantially the same manner as cash collateral for the obligations provided in clause (j) of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, Schedule XI and (yii) to the extent such excess exceeds the amount applied pursuant to preceding clause (xi), the respective Borrowers Company shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause (xi)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers Company to the Non-Defaulting Banks hereunder and under the other Credit Documents in a cash collateral account (and invested which shall permit the investment of funds held therein in Cash Equivalents satisfactory to the Administrative Agent, with remittances of excess funds (including investment income), if any, on deposit in said cash collateral account to be made from time to time in Cash Equivalents selected by time, so long as no Event of Default then exists, on a basis satisfactory to the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on ---------------------------------------------- any day on which date the Dollar Equivalent of the aggregate outstanding principal amount (1or Face Amount, as the case may be) the Aggregate of Canadian Dollar Revolving Credit Exposure Loans exceeds the Total Canadian Revolving Loan Sub-Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers Canadian Borrower shall repay prepay on such day the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Canadian Dollar Revolving Loans and Canadian Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in Canadian Dollars made with respect to the Canadian Dollar Revolving Loans) (other than Bankers' Acceptance Loans and B/A Equivalent Loans where the underlying Bankers' Acceptances or B/A Equivalent Notes, as the case may be, have not matured) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, If after giving effect to the prepayment of all outstanding Canadian Dollar Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ ' Acceptance Loans and B/A Equivalent Loans where the underlying Bankers' Acceptances or B/A Equivalent Notes, as referenced in the immediately preceding sentencecase may be, have not yet matured), the sum of the aggregate Face Amount of outstanding Bankers’ ' Acceptance Loans and B/A Equivalent Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter of Credit Outstandings exceeds the Total Canadian Revolving Loan Sub-Commitment as then in effect, (x) the Canadian Borrower shall pay to the Administrative Agent on such day an amount in Canadian Dollars of cash or Cash Equivalents equal to the lesser amount of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) Cdn.$100,000), such cash and Cash Equivalents to be held as cash collateral for the obligations of the Canadian Borrower to the Canadian XX Xxxxx in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted accepted, and outstanding B/A Equivalent Notes held, by the Canadian Lenders XX Xxxxx and which shall be paid to and applied by the Canadian LendersXX Xxxxx, in satisfaction of the obligations to the Canadian Lenders XX Xxxxx of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s AcceptancesBankers' Acceptances and B/A Equivalent Notes, on the respective maturity date dates thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the sum of (1I) the Aggregate aggregate outstanding principal amount of all Revolving Loans (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) (for this purpose, using the Dollar Equivalent for all Swingline Loans denominated in Euros) and (III) the aggregate amount of all the Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent for all Letters of Credit denominated in a currency other than Dollars) exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay the principal of outstanding Revolving Swingline Loans (in the case of such Tranche (other than Bankers’ Acceptance payments made with respect to Swingline Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the Borrowers may elect); provided, however, that denominated in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purposeEuros, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such Swingline Loans denominated in Euros are owing) and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans (in the case of payments made with respect to the Canadian Alternate Currency Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, taking the Dollar Equivalent of Canadian the amounts paid in the respective Alternate Currency in which payments on such Alternate Currency Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided are owing) in the definition of the term “Dollar Equivalent”an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter for all Letters of Credit Outstandings denominated in a currency other than Dollars) exceeds the Total Revolving Loan Commitment as then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent on such date an amount of cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the Revolving Loan Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments made with respect to the Canadian Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); , provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date March 31, June 30, September 30 and December 31 except as otherwise provided in the definition of the term “"Dollar Equivalent”". If, after giving effect to the prepayment of all outstanding Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ ' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s 's Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds Corporation shall prepay on such day the Total Revolving A Loan Capacity then principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effectfull, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Domestic Dollar Revolving Loans and Canadian Alternate Currency Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Canadian Non-Dollar Alternate Currency Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (xI) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian such Alternate Currency Revolving Loan Borrower or Borrowers to the Canadian Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn $100,000Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Alternate Currency RL Lenders which shall be paid to and applied by the Canadian Alternate Currency RL Lenders, in satisfaction of the obligations to the Canadian Alternate Currency RL Lenders of the respective Canadian Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (yII) to the extent such excess exceeds the amount applied pursuant to preceding clause (xI), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in an amount Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clause clauses (xI) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on any day on which (1) date the Aggregate Revolving Credit Multicurrency Facility RL Exposure exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers Canadian Borrower shall repay prepay on such date the principal of outstanding Multicurrency Facility Revolving Loans of such Tranche (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances or B/A Equivalent Notes, as the case may be, have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking in the Dollar Equivalent case of payments made with respect to the Canadian Dollar Denominated Revolving Loans, taking the U.S. Dollar Equivalent of the amounts paid in Canadian Dollars in which payments on such Loans are owing) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Multicurrency Facility Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ ' Acceptance Loans where the underlying Bankers' Acceptances or B/A Equivalent Notes, as referenced in the immediately preceding sentencecase may be, have not matured), the sum of (x) the Face Amount of outstanding Multicurrency Facility Revolving Loans maintained as Bankers’ ' Acceptance Loans (for this purpose, using the U.S. Dollar Equivalent of the Face Amounts thereof) and plus (y) the aggregate amount of the Multicurrency Facility Letter of Credit Outstandings exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, (x) the Canadian Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash or Permitted Investments (in Canadian Dollars) equal to the lesser amount of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (andexcess, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall or Permitted Investments to be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent held as cash collateral security for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Multicurrency Facility RL Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted accepted, and outstanding B/A Equivalent Notes held, by the Canadian Multicurrency Facility RL Lenders and which shall be paid to and applied by the Canadian Multicurrency Facility RL Lenders, in satisfaction of the obligations of the Canadian Borrower to the Canadian Multicurrency Facility RL Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s AcceptancesBankers' Acceptances and B/A Equivalent Notes, on the respective maturity date dates thereof. If, and (y) after giving effect to the extent such excess prepayment of outstanding Multicurrency Facility Revolving Loans and the cash collateralization of the obligations of the Canadian Borrower in respect of outstanding Multicurrency Facility Revolving Loans maintained as Bankers' Acceptance Loans as contemplated by the preceding two sentences, the aggregate amount of the Multicurrency Facility Letter of Credit Outstandings exceeds the amount applied pursuant to preceding clause Total Multicurrency Facility Revolving Loan Commitment as then in effect (xfor such purposes, determined as if all outstanding Multicurrency Facility Revolving Loans maintained as Bankers' Acceptance Loans had been repaid in full), the respective Borrowers shall Canadian Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents Permitted Investments (in an amount U.S. Dollars or in the respective currencies in which the Multicurrency Facility Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Multicurrency Facility Letter of Credit Outstandings at such time), such cash or Cash Equivalents Permitted Investments to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents Canadian Borrower hereunder, in each case, in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the sum of the aggregate outstanding principal amount of the Swingline Loans, Revolving Loans (1for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Revolving Loans) and the Aggregate Revolving Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of Xxxxxxxx Letter of Credit Outstandings) exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Sterling Revolving Loans as the Revolving Loan Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in Pounds Sterling made with respect to the Canadian Sterling Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of the Face Amounts thereof) and Xxxxxxxx Letter of Credit Outstandings Outstandings) exceeds the Total Revolving Loan Commitment as then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents in an amount equal to the amount or Foreign Cash Equivalents of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if any), and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Revolving Loan Commitment as then in effect.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds Borrowers shall prepay on such day the Total Revolving A Loan Capacity then principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effectfull, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Alternate Currency Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to the Canadian Revolving Alternate Currency Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ ' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) ), Competitive Bid Loans and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (xI) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian such Alternate Currency Revolving Loan Borrower or Borrowers to the Canadian Alternate Currency Lenders (rounded up to the nearest integral multiple of Cdn $100,000Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted by the Canadian Alternate Currency Lenders which shall be paid to and applied by the Canadian Alternate Currency Lenders, in satisfaction of the obligations to the Canadian Alternate Currency Lenders of the respective Canadian Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker’s 's Acceptances, on the maturity date thereof, and (yII) to the extent such excess exceeds the amount applied pursuant to preceding clause (xI), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans shall be paid by the Corporation to the Administrative Agent to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clause clauses (xI) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the sum of (1I) the Aggregate aggregate outstanding principal amount of Swingline Loans, (II) the aggregate outstanding principal amount of Sterling Swingline Loans (for this purpose, using the Dollar Equivalent thereof), (III) the aggregate outstanding principal amount of Revolving Loans (for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Revolving Loans) and (IV) the aggregate amount of Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of Xxxxxxxx Letter of Credit Outstandings) exceeds the Total Available Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, Sterling Swingline Loans and, after the Sterling Swingline Loans have been repaid in full, Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Sterling Revolving Loans as the Revolving Loan Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in Pounds Sterling made with respect to the Canadian Sterling Swingline Loans and Sterling Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans, Sterling Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of the Face Amounts thereof) and Xxxxxxxx Letter of Credit Outstandings Outstandings) exceeds the Total Available Revolving Loan Commitment as then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents in an amount or Foreign Cash Equivalents equal to the amount of such excess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then in existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if any), as, and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceeds the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Available Revolving Loan Commitment as then in effect.