Common use of Repayment of Obligations Clause in Contracts

Repayment of Obligations. All Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero.

Repayment of Obligations. (i) All Canadian Multicurrency Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Multicurrency Facility Commitment Termination Date and (ii) all U.S./European US Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver US Facility Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale 3.9 (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal except to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction extent provided in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net ProceedsSection 5.1), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, (x) if an a Multicurrency Overadvance exists (including as exists, Borrowers under the result of any Asset Sale as specified in the preceding sentence)Multicurrency Facility shall, the Borrower owing such Overadvance shallsubject to Section 2.5, on the sooner of Agent’s demand or the first (1st) Business Day after such the Administrative Borrower has knowledge thereof, repay the outstanding Multicurrency Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Multicurrency Facility Loans owed by such Borrowers and all outstanding Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base solely as a result of a fluctuation in Exchange Rates between the currencies in which such Multicurrency Facility Loans were funded or Letters of Credit were issued and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2 until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base and (y) if a US Overadvance exists, US Borrowers shall on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay the outstanding US Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance of all Multicurrency Facility Loans owed by the Borrowers plus (y) the Multicurrency LC Obligations exceeds the Multicurrency Facility Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded or Letters of Credit were issued and Dollars or otherwise), the Borrowers under the Multicurrency Facility shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans (or Cash Collateralize its Canadian Letters of Credit or UK Letters of Credit, as applicable) in an amount sufficient to reduce such excess to zero. If at any time the sum of (x) the aggregate principal balance of all US Facility Loans plus (y) the US LC Obligations exceeds the US Facility Commitments, the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding US Facility Loans (or Cash Collateralize its US Letters of Credit) in an amount sufficient to reduce such excess to zero. If at any time the aggregate principal balance of all Multicurrency Facility Loans owed by the US Borrowers exceeds the US Borrowing Base (provided that for this purpose the US Borrowing Base shall be deemed to be reduced by the amount of the Total US Facility Exposure), the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans in an amount sufficient to reduce such excess to zero.

Repayment of Obligations. All Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the 107 election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero.

Repayment of Obligations. All Canadian Facility (a) Each of the Lenders, the L/C Issuer and the Administrative Agent hereby agrees that if all Payoff Items (as defined below) are received on or prior to 12:00 noon Eastern time on July 13, 2018, (i) the Lenders, L/C Issuer and Administrative Agent shall accept the Payoff Items in full satisfaction of all Obligations under the Loan Documents (excluding contingent indemnification obligations and, to the extent constituting Obligations, any Banking Services Obligations and any obligations under any Swap Contract (all of the foregoing, the “Excluded Obligations”)); (ii) the Loan Documents (excluding any Loan Document that evidences any Excluded Obligation), including all Commitments of the Lenders thereunder, and all Liens granted to the Administrative Agent securing the Obligations under the Loan Documents, shall be immediately due terminated and payable (iii) all other Obligations (excluding Excluded Obligations), including without limitation Obligations in full respect of the Seventh Amendment Fee and $160,000 of the Eighth Amendment Fee shall be forgiven and deemed canceled by the Lenders; provided, however, that the agreements of the Lenders, L/C Issuer and Administrative Agent set forth in this Section 7 shall be null and void upon any acceleration of all Obligations under the Loan Documents after the occurrence of an Event of Default. (b) The “Payoff Items” shall consist of the following: (i) cash in an amount equal to the sum of the Outstanding Amount of all Loans plus the amount of interest on the Canadian Revolver Loans plus the amount of L/C Fees plus the amount of Commitment Termination Date Fees plus the amount of any Unreimbursed Amounts plus the amount, not to exceed $450,000, of all reasonable out-of-pocket fees and all U.S./European Facility Obligations shall be immediately due expenses incurred by the Administrative Agent and payable Lenders in full on connection with the U.S./European Revolver Commitment Termination DateLoan Documents, including without limitation this Amendment, in each case, unless payment accrued and unpaid or unreimbursed as of the applicable repayment date; 4 (ii) either of (x) Cash Collateralization of the L/C Obligations (excluding any Unreimbursed Amounts) at 105% of the Dollar Equivalent of the aggregate amount of the L/C Obligations or (y) replacement letters of credit or such other actions that would permit the termination of the L/C Obligations in a manner satisfactory to the L/C Issuer, the Administrative Agent and each Lender; (iii) promissory notes issued to the Lenders in accordance with their Applicable Percentage by the Borrower and each other Loan Party (other than Loan Parties that the Lenders agree to exclude in their sole discretion), on a joint and several basis, in an aggregate principal amount of $2,600,000, which promissory notes shall be in form and substance satisfactory to the provider of the new term loan facility and each Lender, and such promissory notes shall (1) be unsecured and subordinated to the Loan Parties’ obligations under the new asset-based credit facility and new term loan facility on terms satisfactory to the providers of such Obligations is sooner required hereunder. Revolver Loans facilities, (2) bear interest at 5.0% per annum, which interest may be prepaid paid in cash or paid-in-kind at the option of the Loan Parties, (3) mature on the date that is the earlier of the date that is six months after (x) the maturity date of the new term loan facility, as the same may be extended from time to time, without penalty and (y) the date on which such new term loan facility is repaid in full and (4) not contain any affirmative, negative or premium, subject tofinancial covenants; and (iv) a release, in substantially the case of Interest Period Loanssame form as Section 14 hereof, the payment of costs set forth in Section 3.9. If any Asset Sale (other than sales of Inventory in the ordinary course of business) duly executed by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value each of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2Parties. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero8.

Repayment of Obligations. All (i) Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European (ii) U.S. Facility Obligations shall be immediately due and payable in full on the U.S./European U.S. Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale 3.10 (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal except to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction extent provided in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net ProceedsSection 5.1), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result exists, Borrowers of any Asset Sale as specified in the preceding sentence), the Borrower Group owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after any Borrower of such Borrower Group has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Revolver Loans owed by any Borrower Group exceeds the Borrowing Base of such Borrower Group solely as a result of a fluctuation in Exchange Rates between the currencies in which such Revolver Loans were funded and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2 until and unless such excess amount is equal to or greater than 105% of the Borrowing Base of such Borrowing Group. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance of all Revolver Loans owed by any Borrower Group plus (y) the LC Obligations of such Borrower Group exceeds such Borrower Group Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded or Letters or Credit were issued and Dollars or otherwise), Borrowers of such Borrower Group shall, on the sooner of Agent’s demand or the first Business Day after any Borrower of such Borrower Group has knowledge thereof, repay its outstanding Revolver Loans (or Cash Collateralize its Letters of Credit) in an amount sufficient to reduce such excess to zero.

Repayment of Obligations. (i) All Canadian Multicurrency Facility Obligations and shall be immediately due and payable in full on the Multicurrency Facility Commitment Termination Date and (ii) all US Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European US Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale 3.9 (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal except to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction extent provided in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net ProceedsSection 5.1), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, (x) if an a Multicurrency Overadvance exists (including as exists, Borrowers under the result of any Asset Sale as specified in the preceding sentence)Multicurrency Facility shall, the Borrower owing such Overadvance shallsubject to Section 2.5, on the sooner of Agent’s demand or the first (1st) Business Day after such the Administrative Borrower has knowledge thereof, repay the outstanding Multicurrency Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Multicurrency Facility Loans owed by such Borrowers and all outstanding Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base solely as a result of a fluctuation in Exchange Rates between the currencies in which such Multicurrency Facility Loans were funded or Letters of Credit were issued and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2 until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base and (y) if a US Overadvance exists, US Borrowers shall on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay the outstanding US Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance of all Multicurrency Facility Loans owed by the Borrowers plus (y) the Multicurrency LC Obligations exceeds the Multicurrency Facility Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded or Letters of Credit were issued and Dollars or otherwise), the Borrowers under the Multicurrency Facility shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans (or Cash Collateralize its Canadian Letters of Credit or UK Letters of Credit, as applicable) in an amount sufficient to reduce such excess to zero. If at any time the sum of (x) the aggregate principal balance of all US Facility Loans plus (y) the US LC Obligations exceeds the US Facility Commitments, the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding US Facility Loans (or Cash Collateralize its US Letters of Credit) in an amount sufficient to reduce such excess to zero. If at any time the aggregate principal balance of all Multicurrency Facility Loans owed by the US Borrowers exceeds the US Borrowing Base (provided that for this purpose the US Borrowing Base shall be deemed to be reduced by the amount of the Total US Facility Exposure), the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans in an amount sufficient to reduce such excess to zero.

Repayment of Obligations. All Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale Disposition (other than sales of Inventory in the ordinary course Ordinary Course of businessBusiness) by any Loan Party constitutes the disposition of ABL Priority Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset SaleDisposition, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale Disposition as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero.

Repayment of Obligations. All Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European U.S. Facility Obligations shall be immediately due and payable in full on the U.S./European U.S. Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale Disposition (other than sales of Inventory in the ordinary course Ordinary Course of businessBusiness) by any Loan Party constitutes the disposition of ABL Priority Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset SaleDisposition, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale Disposition as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero.

Repayment of Obligations. (i) All Canadian Multicurrency Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Multicurrency Facility Commitment Termination Date and (ii) all U.S./European US Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver US Facility Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale 3.9 (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal except to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction extent provided in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net ProceedsSection 5.1), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, (x) if an a Multicurrency Overadvance exists (including as exists, Borrowers under the result of any Asset Sale as specified in the preceding sentence)Multicurrency Facility shall, the Borrower owing such Overadvance shallsubject to Section 2.5, on the sooner of Agent’s demand or the first (1st) Business Day after such the Administrative Borrower has knowledge thereof, repay the outstanding Multicurrency Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Multicurrency Facility Loans owed by such Borrowers and all outstanding Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base solely as a result of a fluctuation in Exchange Rates between the currencies in which such Multicurrency Facility Loans were funded or Letters of Credit were issued and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2 until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base and (y) if a US Overadvance exists, US Borrowers shall on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay the outstanding US Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance of all Multicurrency Facility Loans owed by the Borrowers plus (y) the Multicurrency LC Obligations exceeds the Multicurrency Facility Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded or Letters of Credit were issued and Dollars or otherwise), the Borrowers under the Multicurrency Facility shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans (or Cash Collateralize its Canadian Letters of Credit or UK Letters of Credit, as applicable) in an amount sufficient to reduce such excess to zero. If at any time the sum of (x) the aggregate principal balance of all US Facility Loans plus (y) the US LC Obligations exceeds the US Facility Commitments, the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding US Facility Loans (or Cash Collateralize its US Letters of Credit) in an amount sufficient to reduce such excess to zero. If at any time the aggregate principal balance of all Multicurrency Facility Loans owed by the US Borrowers exceeds the US Borrowing Base (provided that for this purpose the US Borrowing Base shall be deemed to be reduced by the amount of the Total US Facility Exposure), the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge 143 thereof, repay its outstanding Multicurrency Facility Loans in an amount sufficient to reduce such excess to zero.

Repayment of Obligations. All Canadian Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Commitment Termination Date and all U.S./European Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs -113- set forth in Section 3.9. If any Asset Sale (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Priority Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net Proceeds), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, if an Overadvance exists (including as the result of any Asset Sale as specified in the preceding sentence), the Borrower owing such Overadvance shall, on the sooner of Agent’s demand or the first (1st) Business Day after such Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero.

Repayment of Obligations. (i) All Canadian Multicurrency Facility Obligations shall be immediately due and payable in full on the Canadian Revolver Multicurrency Facility Commitment Termination Date and (ii) all U.S./European US Facility Obligations shall be immediately due and payable in full on the U.S./European Revolver US Facility Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Interest Period Loans, the payment of costs set forth in Section 3.9. If any Asset Sale 3.9 (other than sales of Inventory in the ordinary course of business) by any Loan Party constitutes the disposition of ABL Collateral resulting in Net Proceeds received in any single transaction of greater than $10,000,000, then Net Proceeds equal except to the greater of (a) the net book value of the applicable Accounts and Inventory, or (b) the reduction extent provided in the Borrowing Base of the applicable Borrower upon giving effect to such Asset Sale, shall be applied to the Revolver Loans of such Borrower; provided, that, at the election of the applicable Loan Party (as notified by the Loan Party Agent to Agent on or prior to the date of the receipt of such Net ProceedsSection 5.1), and so long as no Default shall have occurred and be continuing, the applicable Loan Party may reinvest all or any portion of such Net Proceeds in operating assets so long as within 360 days after the receipt of such Net Proceeds, such purchase shall have been consummated (as certified by the Loan Party Agent in writing to Agent); and provided further, however, that any Net Proceeds not so reinvested shall be immediately applied as otherwise set forth in this Section 5.2. Notwithstanding anything herein to the contrary, (x) if an a Multicurrency Overadvance exists (including as exists, Borrowers under the result of any Asset Sale as specified in the preceding sentence)Multicurrency Facility 150 shall, the Borrower owing such Overadvance shallsubject to Section 2.5, on the sooner of Agent’s demand or the first (1st) Business Day after such the Administrative Borrower has knowledge thereof, repay the outstanding Multicurrency Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero; provided, that if the aggregate principal balance of all Multicurrency Facility Loans owed by such Borrowers and all outstanding Multicurrency LC Obligations exceeds the Multicurrency Facility Borrowing Base solely as a result of a fluctuation in Exchange Rates between the currencies in which such Multicurrency Facility Loans were funded or Letters of Credit were issued and Dollars, no repayment due to such Overadvance shall be required under this Section 5.2 until and unless such excess amount is equal to or greater than 105% of the Multicurrency Facility Borrowing Base and (y) if a US Overadvance exists, US Borrowers shall on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay the outstanding US Facility Loans in an amount sufficient to reduce the principal balance of the related Overadvance Loan to zero. If at any time the sum of the Dollar Equivalent of (x) the aggregate principal balance of all Multicurrency Facility Loans owed by the Borrowers plus (y) the Multicurrency LC Obligations exceeds the Multicurrency Facility Commitments (whether as a result of a fluctuation of Exchange Rates between the currencies in which such Loans were funded or Letters of Credit were issued and Dollars or otherwise), the Borrowers under the Multicurrency Facility shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans (or Cash Collateralize its Canadian Letters of Credit or UK Letters of Credit, as applicable) in an amount sufficient to reduce such excess to zero. If at any time the sum of (x) the aggregate principal balance of all US Facility Loans plus (y) the US LC Obligations exceeds the US Facility Commitments, the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding US Facility Loans (or Cash Collateralize its US Letters of Credit) in an amount sufficient to reduce such excess to zero. If at any time the aggregate principal balance of all Multicurrency Facility Loans owed by the US Borrowers exceeds the US Borrowing Base (provided that for this purpose the US Borrowing Base shall be deemed to be reduced by the amount of the Total US Facility Exposure), the US Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Administrative Borrower has knowledge thereof, repay its outstanding Multicurrency Facility Loans in an amount sufficient to reduce such excess to zero.