Common use of Repayment of Revolver Loans Clause in Contracts

Repayment of Revolver Loans. Tranche A Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that, prior to the Tranche B Revolver Termination Date, no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall, in the case of such Asset Disposition permitted by clause (a) of the definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or Inventory, repay the Revolver Loans in accordance with Section 5.3 in an amount equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such disposition. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans to the Aggregate Borrowing Base; provided, that, prior to the Tranche B Revolver Termination Date, no repayment of Tranche B Loans may be made until the Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized.

Repayment of Revolver Loans. Tranche A Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that, prior to the Tranche B Revolver Termination Date, that no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall, in the case of such Asset Disposition permitted by clause (a) of the definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or Inventory, repay the Revolver Loans in accordance with Section 5.3 in an amount then Net Proceeds equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such disposition, shall be applied to repay the Revolver Loans in accordance with Section 5.3; provided, in the case of any Permitted Asset Disposition, no such repayment shall be required unless (and only to the extent that), upon giving effect to such Permitted Asset Disposition (including the recalculation of the Aggregate Borrowing Base, Tranche A Borrowing Base and Tranche B Borrowing Base), (x) the sum of the unpaid balance of Tranche A Revolver Loans outstanding would exceed the Aggregate Borrowing Base minus the Tranche B Borrowing Base or (y) the sum of the unpaid balance of Tranche B Revolver Loans outstanding plus the unpaid balance of Tranche A Revolver Loans outstanding would exceed the Aggregate Borrowing Base. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers Borrower shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans to the Aggregate Borrowing Base; provided, that, prior to the provided that no repayments of Tranche B Revolver Termination Date, no repayment of Tranche B Loans may be made until the unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized.

Repayment of Revolver Loans. Tranche A Revolver Loans Canadian Facility Obligations shall be due and payable in full on the Tranche A Revolver Canadian Commitment Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans UK Facility Obligations shall be due and payable in full on the Tranche B Revolver UK Commitment Termination Date and U.S. Facility Obligations shall be due and payable in full on the U.S. Commitment Termination Date, in each case unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that, prior . Subject to the Tranche B Revolver Termination Date, no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall, in the case of such Asset Disposition permitted by clause (a) of the definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or Inventory, repay the Revolver Loans in accordance with Section 5.3 in an amount equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such disposition. Notwithstanding anything herein to the contrary2.1.5, if an Overadvance existsexists at any time (including, Borrowers without limitation, with respect to the U.S. Revolver Loans as the result of a scheduled reduction in the FILO Amount), the Borrower Group owing such Overadvance shall, on the sooner of Agent’s demand or the first Business Day after any Borrower of such Borrower Group has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce Revolver Usage of such Borrower Group to the principal balance Borrowing Base of such Borrower Group. If any Asset Disposition includes the disposition of Inventory, Accounts or Revolver Priority Collateral, the Obligor Group that includes the Obligor(s) that made such Asset Disposition shall apply the Net Proceeds of such Asset Disposition to repay the Revolver Loans of the Borrower Group(s) included within such Obligor Group (if more than one Borrower Group is included in such Obligor Group, such Net Proceeds shall be applied ratably to repay the Revolver Loans of such Borrower Groups, but in no event shall Net Proceeds of Asset Dispositions made by Foreign Obligors be applied to the Aggregate Borrowing Base; provided, that, prior Obligations of the U.S. Borrowers if such application could reasonably be expected to result in material adverse tax consequences to an Obligor or a Subsidiary of an Obligor under Section 956 of the Code) equal to the Tranche B greater of (a) the net book value of such Inventory, Accounts and Revolver Termination DatePriority Collateral, or (b) the reduction in Borrowing Base of such Borrower Group(s) resulting from the disposition (if there is no repayment of Tranche B Loans may such reduction, the amount described in this clause (b) shall be made until the Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralizeddeemed to be zero).

Repayment of Revolver Loans. Tranche A Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid at any time from time to time, without penalty or premium; provided that, prior to the Tranche B Revolver Termination Date, no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition (including any Involuntary Disposition) includes the disposition of Accounts or Inventory, Borrowers shall, Inventory (other than Inventory sold in the case Ordinary Course of such Asset Disposition permitted by clause (a) of the definition of the term “Permitted Asset Disposition”Business), deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or Inventory, repay the Revolver Loans in accordance with Section 5.3 in an amount then Net Cash Proceeds equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such dispositionDisposition (or Involuntary Disposition), shall be applied to the Revolver Loans; provided, however, that if (i) no Cash Dominion Trigger Event then exists, and (ii) immediately after giving effect to such Disposition (or Involuntary Disposition) and any reduction in the Borrowing Base which has resulted or will result (determined as of the time of such Disposition or Involuntary Disposition) therefrom in accordance with this Agreement, no Overadvance will exist, then such Net Cash Proceeds shall be deposited into a Springing Dominion Account and may thereafter be expended or otherwise used by Borrowers in any manner not prohibited by this Agreement. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans Usage to the Aggregate Borrowing Base; provided, that, prior to the Tranche B Revolver Termination Date, no repayment of Tranche B Loans may be made until the Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized.

Repayment of Revolver Loans. Tranche A (a) Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Any portion of the Revolver Loans consisting of the principal amount of Floating Rate Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that, prior paid by such Borrowers to the Tranche B Revolver Termination DateApplicable Agent, no prepayments for the Pro Rata benefit of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shallApplicable Lenders (or, in the case of such Asset Disposition permitted by clause (a) Swingline Loans, for the sole benefit of the definition of Applicable Swingline Lender) unless timely converted to an Interest Period Loan in accordance with this Agreement, immediately upon (i) the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account Commitment Termination Date and (ii) in the case of Swingline Loans, the earlier of the Applicable Swingline Lender’s demand for payment or on each settlement date with respect to all Swingline Loans outstanding on such other Asset Dispositions date (which payment shall be satisfied by the funding of Revolver Loans pursuant to Section 4.1.3, provided no Insolvency Proceeding or the liquidation, dissolution or winding up of any Borrower, is then pending). With respect to Floating Rate Loans outstanding to U.S. Borrowers or Canadian Borrower if a Springing Dominion Event has occurred, such Floating Rate Loans shall be paid pursuant to Section 8.2.4 by such Borrower(s) upon each receipt by any Agent, Lender or Borrowers of any proceeds of any of the Collateral, to the extent of such proceeds. (b) Any portion of the Revolver Loans consisting of the principal amount of Interest Period Loans shall be paid by such Borrowers to the Applicable Agent, for the Pro Rata benefit of the Applicable Lenders, unless continued as an Interest Period Loan or converted to a Revolver Loan of a different Type in accordance with the terms of this Agreement, immediately upon (a) the last day of the Interest Period applicable thereto and (b) the Commitment Termination Date. Such Borrowers shall be authorized to make a voluntary prepayment with respect to any Revolver Loan outstanding as an Interest Period Loan prior to the last day of the Interest Period applicable thereto, provided such Borrowers shall pay to the Applicable Agent, for the Pro Rata benefit of the Applicable Lenders funding such Interest Period Loan, concurrently with any prepayment of such Interest Period Loan, any amount due Lenders under Section 3.9 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 5.2(b), if, on any date that includes the disposition Applicable Agent receives proceeds of any of the Accounts or Inventory, repay the there are no Revolver Loans in accordance with Section 5.3 in an amount equal outstanding to such Borrower Group as Floating Rate Loans, the Applicable Agent may, at the request of Borrower Agent, either hold such proceeds as cash security for the timely payment of the Borrower Group Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as Interest Period Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Termination Date). (c) Notwithstanding anything to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction contrary contained elsewhere in the Aggregate Borrowing Base upon giving effect to such disposition. Notwithstanding anything herein to the contrarythis Agreement, if an Overadvance existsshall exist with respect to a Borrower Group, Borrowers within such Borrower Group shall, on the sooner to occur of the Applicable Agent’s demand or the first Business Day after any such Borrower has obtained knowledge thereofof such Overadvance, repay the outstanding Revolver Loans that are Floating Rate Loans in an amount sufficient to reduce the aggregate unpaid principal balance amount of all Revolver Loans to such Borrowers by an amount equal to such excess; and, if such payment of Floating Rate Loans is not sufficient to eliminate the Aggregate Borrowing Base; providedOveradvance, thatthen such Borrowers shall either prepay Interest Period Loans (subject to the payment of any amounts due as a result of such prepayment pursuant to Section 3.9) or immediately deposit with the Applicable Agent, for the Pro Rata benefit of the Applicable Lenders, for application to any outstanding Revolver Loans bearing interest as Interest Period Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Termination Date) cash in an amount sufficient to eliminate such Overadvance, and the Applicable Agent may (a) hold such deposit as cash security pending disbursement of same to the Applicable Lenders for application to the Borrower Group Obligations, or (b) if a Default or Event of Default exists, immediately apply such proceeds to the payment of the Borrower Group Obligations, including the Revolver Loans outstanding as Interest Period Loans (in which event such Borrowers shall also pay to the Applicable Agent for the Pro Rata benefit of such Lenders any amounts required by Section 3.9 to be paid by reason of the prepayment of an Interest Period Loan prior to the Tranche B Revolver Termination Date, no repayment last day of Tranche B Loans may be made until the Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash CollateralizedInterest Period applicable thereto).

Repayment of Revolver Loans. Tranche A Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Revolver Loans shall be due and payable in full on the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that. Upon the occurrence of a Change of Control, the Revolver Commitments shall be terminated and the Revolver Loans shall be due and payable in full on or before the occurrence of such Change of Control, without prepayment or penalty. In the event that Agent or any Borrower determines that an Overadvance exists prior to an advance, it will notify the Tranche B Revolver Termination Date, no prepayments of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall, in the case other party hereto of such Asset Disposition permitted determination, and Borrowers must, within 10 days following demand made to Borrower Agent by clause (a) of the definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account and in the case of such other Asset Dispositions that includes the disposition of Accounts or InventoryAgent, repay the Revolver Loans in accordance with Section 5.3 in an amount equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Aggregate Borrowing Base upon giving effect to such disposition. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans Usage to the Aggregate Borrowing Base or provide such additional Eligible Leasing Real Property in order to return the Revolver Usage to the Borrowing Base; providedprovided that notwithstanding the foregoing, thatif an Overadvance is solely the result of Leasing Real Property that was included in the Borrowing Base becoming ineligible (an “Unintentional Overadvance”), prior then (i) the Lenders authorize Agent to continue, and the Lenders will continue to, make Revolver Loans (each an “Agent Overdvance”) to Borrowers notwithstanding the existence of such Unintentional Overadvance, so long as (A) after giving effect to such Revolver Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than 20% of the Borrowing Base, and (B) after giving effect to such Revolver Loans, the outstanding Revolver Usage does not exceed the Revolver Commitments of the Lenders, and (ii) if the Agent fails to approve an additional Leasing Real Property proposed by Borrower for inclusion in the Borrowing within 15 days following such demand for repayment made to Borrower Agent, then Borrower Agent and Agent shall negotiate in good faith to agree on a plan (a “Plan”) to cure such Overadvances within 45 days after the initial 15 day period referenced above through adding an additional Leasing Real Property to the Tranche B Borrowing Base (including taking the steps required to cause such Leasing Real Property to become an Eligible Leasing Real Property) and/or repaying Loans, and following agreement by Borrower Agent and Agent on the Plan, the Borrower shall execute such Plan in accordance with its terms or, if no agreement by Borrower Agent and Agent is reached on the Plan, cure such Overadvances within 45 days after the initial 15 day period referenced above. In the event Agent obtains actual knowledge that the Revolver Termination DateUsage exceeds the amounts permitted by this Section 5.2, no repayment regardless of Tranche B Loans the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may to the extent permitted thereunder make a Protective Advance pursuant to and in accordance with Section 2.16 and provide notice as promptly as practicable thereafter. Each Unintentional Overadvance shall be deemed to be a Revolver Loan hereunder. Prior to settlement of any Agent Overadvance or any Protective Advance made until by Agent pursuant to the Tranche A Revolver Loans have been repaid preceding sentence, all payments with respect thereto, including interest thereon, shall be payable to Agent solely for its own account. Each Lender shall be obligated to settle with Agent as provided in full and all outstanding LC Obligations have been Cash CollateralizedSection 4.1.3 for the amount of such Lender’s Pro Rata Share of any Unintentional Overadvance.

Repayment of Revolver Loans. Tranche A (a) Revolver Loans shall be due and payable in full on the Tranche A Revolver Termination Date, unless payment is sooner required hereunder. Tranche B Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be due and payable in full on paid by such Borrowers to Administrative Agent, for the Tranche B Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium; provided that, prior to the Tranche B Revolver Termination Date, no prepayments Pro Rata benefit of Tranche B Revolver Loans may be made unless all outstanding Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash Collateralized. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shallLenders (or, in the case of such Asset Disposition permitted by clause Swingline Loans, for the sole benefit of Administrative Agent) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (ai) of the definition of the term “Permitted Asset Disposition”, deposit the proceeds thereof in a Dominion Account Commitment Termination Date and (ii) in the case of Swingline Loans, the earlier of Administrative Agent’s demand for payment or on each settlement date with respect to all Swingline Loans outstanding on such other Asset Dispositions date (which payment shall be satisfied by the funding of Revolver Loans pursuant to Section 4.1.3, provided no Insolvency Proceeding or the liquidation, dissolution or winding up of any Borrower, is then pending). (b) Any portion of the Revolver Loans consisting of the principal amount of LIBOR Loans shall be paid by such Borrowers to Administrative Agent, for the Pro Rata benefit of Lenders, unless continued as a LIBOR Loan or converted to a Revolver Loan of a different Type in accordance with the terms of this Agreement, immediately upon (i) the last day of the Interest Period applicable thereto and (ii) the Commitment Termination Date. Such Borrowers shall be authorized to make a voluntary prepayment with respect to any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto; provided that includes such Borrowers shall pay to Administrative Agent, for the disposition Pro Rata benefit of Lenders funding such LIBOR Loan, concurrently with any prepayment of such LIBOR Loan, any amount due Lenders under Section 3.10 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 5.2(b), if, on any date that Administrative Agent receives proceeds of any of the Accounts or Inventory, repay the there are no Revolver Loans in accordance with Section 5.3 in an amount equal outstanding as Base Rate Loans, Administrative Agent may, at the request of Borrower Agent, either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Termination Date). (c) Notwithstanding anything to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction contrary contained elsewhere in the Aggregate Borrowing Base upon giving effect to such disposition. Notwithstanding anything herein to the contrarythis Agreement, if an Overadvance existsshall exist, Borrowers shall, on the sooner to occur of Administrative Agent’s demand or the first Business Day after any such Borrower has obtained knowledge thereofof such Overadvance, repay the outstanding Revolver Loans that are Base Rate Loans in an amount sufficient to reduce the aggregate unpaid principal balance amount of all Revolver Loans to Borrowers by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Aggregate Borrowing Base; providedOveradvance, thatthen Borrowers shall either prepay LIBOR Loans (subject to the payment of any amounts due as a result of such prepayment pursuant to Section 3.10) or immediately deposit with Administrative Agent, for the Pro Rata benefit of Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Termination Date) cash in an amount sufficient to eliminate such Overadvance, and Administrative Agent may (i) hold such deposit as cash security pending disbursement of same to Lenders for application to the Obligations, or (ii) if a Default or Event of Default exists, immediately apply such proceeds to the payment of the Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Administrative Agent for the Pro Rata benefit of Lenders any amounts required by Section 3.10 to be paid by reason of the prepayment of an LIBOR Loan prior to the Tranche B Revolver Termination Date, no repayment last day of Tranche B Loans may be made until the Tranche A Revolver Loans have been repaid in full and all outstanding LC Obligations have been Cash CollateralizedInterest Period applicable thereto).