Common use of Prepayment Upon Overadvance Clause in Contracts

Prepayment Upon Overadvance. (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower shall prepay the outstanding principal amount of the Loans under the Dollar Revolving Facility on any date on which the aggregate Effective Amount of such Loans and all Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitment, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Revolving Loans, the aggregate Effective Amount of Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitments then in effect, such Borrower shall cash collateralize Dollar LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash with Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Revolving Commitments then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar Revolving Lenders a cash collateral account (the “Collateral Account”) into which it shall deposit such cash to hold as collateral security for the Dollar LC Obligations.

Prepayment Upon Overadvance. (i) U.S. Borrower and/or If, at any applicable Additional Domestic Subsidiary Borrower time other than as a result of fluctuations in currency exchange rates, (x) the Multicurrency Revolving Loans (after giving effect to any other repayments or prepayments on such day) exceeds the aggregate Multicurrency Revolving Commitments or the Swing Line Commitment, as the case may be (including, without limitation, on the Revolver Termination Date), Company shall prepay the outstanding principal amount of the Multicurrency Revolving Loans under the Dollar Revolving Facility on any date on which of such Loans together with the aggregate Effective Amount of such Loans and all Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitment, in the amount of such excess. If, excess and (y) the aggregate Effective Amount of LC Obligations exceeds the Multicurrency Revolving Commitments then in effect (after giving effect to the prepayment of all outstanding Dollar Multicurrency Revolving Loans), the aggregate Effective Amount of Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitments then in effect, such Borrower Company shall cash collateralize Dollar Cash Collateralize LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash depositing Cash Collateral with Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Multicurrency Revolving Commitments then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar Multicurrency Revolving Lenders a cash one or more interest bearing collateral account accounts (collectively, the “Collateral Account”) into which it shall deposit such cash to hold as collateral security Cash Collateral for the Dollar LC Obligations.

Prepayment Upon Overadvance. (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower shall prepay the outstanding principal amount of the Loans under the Dollar Revolving Facility on any date on which the aggregate Effective Amount of such Loans and all Loans, together with the aggregate Effective Amount of Dollar LC Obligations and Effective Dollar Revolving Amount of U.S. Swing Line Loans exceeds the aggregate Dollar Revolving CommitmentCommitments, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Revolving Loans, the aggregate Effective Amount of Dollar LC Obligations plus the aggregate Effective Amount of U.S. Swing Line Loans exceeds the aggregate Dollar Revolving Commitments then in effect, such U.S. Borrower shall prepay all outstanding U.S. Swing Line Loans, then cash collateralize Dollar LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash with Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Revolving Loan Commitments then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar applicable Revolving Lenders a cash collateral account (the “Collateral Account”) into which it shall deposit such cash (or such cash described in clause (ii) below) to hold as collateral security for the Dollar LC Obligations or Euro LC Obligations, as applicable.

Prepayment Upon Overadvance. (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower shall prepay the outstanding principal amount of the Revolving Loans under or the Dollar Revolving Facility Swing Line Loan on any date on which the aggregate Effective Amount outstanding principal amount of such Loans and all Dollar together with the aggregate LC Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the aggregate Dollar Revolving Commitments or the Swing Line Loan Commitment, as the case may be, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Revolving Loans, the aggregate Effective Amount of Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitments then in effect, such Borrower shall cash collateralize Dollar LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative AgentAgent and Borrower, cash with Administrative Agent in an amount equal to the positive difference, if any, difference between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Revolving Loan Commitments then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar Revolving Lenders a cash collateral account (the “Collateral Account”"COLLATERAL ACCOUNT") into which it shall deposit such cash to hold as collateral security for the Dollar LC Obligations.

Prepayment Upon Overadvance. Borrower shall prepay (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower shall prepay the outstanding principal amount of the Revolving Loans under or the Dollar Revolving Facility Swing Line Loans on any date on which the aggregate Effective Amount outstanding principal amount of such Loans and all Dollar together with the aggregate LC Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the Revolving Commitments and (ii) the outstanding principal amount of Swing Line Loans on any date on which the aggregate Dollar Revolving outstanding principal amount of such Loans exceeds the Swing Line Commitment, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Revolving Loans, the aggregate Effective Amount of Dollar LC Obligations exceeds the aggregate Dollar Revolving Commitments then in effect, such Borrower shall cash collateralize Dollar LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash with Administrative Agent in an amount equal to the positive difference, if any, difference between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Revolving Commitments then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar Revolving Lenders a cash collateral account (the “"Collateral Account”") into which it shall deposit such cash to hold as collateral security for the Dollar LC Obligations.

Prepayment Upon Overadvance. (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower Company shall prepay the outstanding principal amount of its Domestic Revolving Loans or the Loans under the Dollar Revolving Facility Swing Line Loan on any date on which the aggregate outstanding principal amount of such Loans together with the aggregate Effective Amount of such Loans and all Dollar Domestic LC Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the aggregate Dollar Domestic Revolving Commitments or the Swing Line Commitment, as the case may be, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Domestic Revolving Loans or Swing Line Loans, the aggregate Effective Amount of Dollar Domestic LC Obligations exceeds the aggregate Dollar Domestic Revolving Commitments or Swing Line Commitment, as the case may be, then in effect, such Borrower Borrowers (other than Canadian Borrowers) shall cash collateralize Dollar Domestic LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash Cash and/or Cash Equivalents with Administrative Agent in an amount equal to the positive difference, if any, difference between the Effective Amount of such Dollar Domestic LC Obligations and the aggregate Dollar Domestic Revolving Commitments or Swing Line Commitments, as the case may be, then in effect. Administrative Agent shall establish in its name for the benefit of the Dollar Revolving Lenders a cash collateral account (the “"Collateral Account”") into which it shall deposit such cash Cash and/or Cash Equivalents to hold as collateral security for the Dollar Domestic LC Obligations.

Prepayment Upon Overadvance. (i) U.S. Borrower and/or any applicable Additional Domestic Subsidiary Borrower shall prepay the outstanding principal amount of the Domestic Revolving Loans under or the Dollar Revolving Facility Swing Line Loan on any date on which the aggregate Effective Amount outstanding principal amount of such Loans and all Dollar together with the aggregate LC Obligations (after giving effect to any other repayments or prepayments on such day) exceeds the aggregate Dollar Domestic Revolving Commitments or the Swing Line Loan Commitment, as the case may be, in the amount of such excess. If, after giving effect to the prepayment of all outstanding Dollar Domestic Revolving Loans, the aggregate Effective Amount of Dollar LC Obligations exceeds the aggregate Dollar Domestic Revolving Commitments then in effect, such Borrower shall cash collateralize Dollar LC Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Administrative Agent, cash with Administrative Agent in an amount equal to the positive difference, if any, difference between the Effective Amount of such Dollar LC Obligations and the aggregate Dollar Domestic Revolving Loan Commitments then in effect. Administrative Agent shall establish in its name for the benefit of 77 the Dollar Domestic Revolving Lenders a cash collateral account (the “Collateral Account”"COLLATERAL ACCOUNT") into which it shall deposit such cash to hold as collateral security for the Dollar LC Obligations. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, Administrative Agent shall release amounts held from time to time in the Collateral Account to Borrower concurrently with any reduction in LC Obligations.