Common use of Repayment of Revolving Credit Loans Clause in Contracts

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If Subject to clause (ii) of this Section 5.2(b), if on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”) Loans for any reason exceeds 100% the Revolving Commitment for such Class of the Total Revolving Credit Commitment then in effectLoans at such time, the Borrower shall forthwith repay on such date the principal amount Revolving Loans of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans such Class in an amount equal to such excess. If, If after giving effect to the prepayment of all outstanding Swingline Revolving Loans and of such Class, the Revolving Credit Loans, the Aggregate Revolving Credit Outstandings Exposures of such Class exceed the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters letters of Credit credit Outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”) Loans for any reason exceeds 100% of the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith repay on such date Revolving Loans of such Class or the principal amount of Swingline Loans andLoans, after all Swingline Loans have been paid in fullas the case may be, Revolving Credit Loans in an amount equal to such excess. If, If after giving effect to the prepayment of all outstanding Swingline Revolving Loans and of such Class, the Revolving Credit Loans, the Aggregate Revolving Credit Outstandings Exposures of such Class exceed the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters Revolving Letter of Credit Outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the 2020 Additional Revolving Credit Lenders’ Multicurrency 2020 Letter of Credit Exposures (collectively, the “Aggregate Multicurrency Exposures”) in respect of 2020 Letters of Credit for any reason exceeds 105% the Total 2020 Letter of the Multicurrency Sublimit as Credit Commitment then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a the principal amount such that, after giving effect of 2020 Letter of Credit Exposure in an amount equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, If after giving effect to the prepayment of all outstanding Revolving 2020 Letter of Credit Loans denominated in Alternative CurrenciesExposure, the Aggregate Multicurrency 2020 Letter of Credit Exposures exceed 100% the Total 2020 Letter of the Multicurrency SublimitCredit Commitment then in effect, the Borrower shall Cash Collateralize the Letters 2020 Letter of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on the last day of any date calendar month of the U.S. Borrower, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Credit Loans for any reason exceeds 100% of the Revolving Credit Commitment of such Class then in effect, the Borrowers shall forthwith repay on such date Revolving Credit Loans of such Class in an amount equal to such excess. If after giving effect to the prepayment of all outstanding Revolving Credit Loans of such Class, the Revolving Credit Exposures of such Class exceed the Revolving Credit Commitment of such Class then in effect, the Borrowers shall Cash Collateralize the Letters of Credit Outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the applicable Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Euro or Alternative Currencies Currency in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Euro or Alternative CurrenciesCurrency, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Euro or Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”) Loans for any reason exceeds 100% of the Total aggregate Revolving Credit Commitment Commitments of such Class then in effect, the Borrower Borrowers shall forthwith repay on such date (or, in the principal amount case of Swingline an excess resulting solely from the fluctuation of exchange rates, within five (5) Business Days of such date) Revolving Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans of such Class in an amount equal necessary to eliminate such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currenciesof such Class, the Aggregate Multicurrency Revolving Credit Exposures of such Class exceed 100% of the Multicurrency Sublimitaggregate Revolving Credit Commitments of such Class then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies relation to such Class to the extent of such excess. On any date on which the Ancillary Outstandings under any Ancillary Facility exceeds 100% of the aggregate Ancillary Commitments applicable to such Ancillary Facility, the applicable Borrower or Borrowers shall promptly repay or prepay such Ancillary Outstandings in an aggregate amount such that, after giving effect to such repayments or prepayments, the Ancillary Outstandings under such Ancillary Facility shall not exceed the applicable Ancillary Commitment.

Repayment of Revolving Credit Loans. (i) If If, on any date date, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”Loans (calculated, in the case of Revolving Credit Loans and Revolving Credit Exposures denominated in an Alternative Currency, at the Dollar Equivalent thereof as of the most recent Revaluation Date) for any reason exceeds 100100.0% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans andof such Class, and after all such Swingline Loans have been paid in full, the Revolving Credit Loans of such Class in an amount equal to such excess; provided that, if such excess results from fluctuations in the Dollar Equivalent of Revolving Credit Loans and/or Letters of Credit denominated in an Alternative Currency and such excess exceeds 5.0% of the Total Revolving Credit Commitments at such time, such obligation to repay Loans and Cash Collateralize Letters of Credit shall not be effective until five (5) Business Days after the date (or, solely in the case of the occurrence of a Revaluation Date resulting from a notice by the Administrative Agent pursuant to clause (a)(iv) or (b)(vi) of the definition of “Revaluation Date”, five (5) Business days after the date of receipt by the Borrower of such notice from the Administrative Agent) such excess first commenced in an amount greater than 5.0% of the Total Revolving Credit Commitments (and shall not be required to the extent such excess has ceased to exist as a result of fluctuations in currency values). If, after giving pro forma effect to the prepayment of all outstanding Swingline Loans and Revolving Credit LoansLoans of such Class, the Aggregate Revolving Credit Outstandings exceed Exposures of such Class exceeds the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on the last day of any date calendar month of the Borrower, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) . If on any date the aggregate amount of the Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures”) in respect of any Class of Revolving Credit Loans for any reason exceeds 105100% of the Multicurrency Sublimit as Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated of such Class in Alternative Currencies in a principal an amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, If after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currenciesof such Class, the Aggregate Multicurrency Revolving Credit Exposures of such Class exceed 100% the Revolving Credit Commitment of the Multicurrency Sublimitsuch Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies relation to such Class to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters Letter of Credit Outstanding Outstandings to the extent of such excess.; (ii) If on any date the aggregate amount of the Revolving Credit Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters Letter of Credit Outstanding Outstandings in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall forthwith repay on such date the principal amount of any Protective Advances and after all Protective Advances have been paid in full, Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Protective Advances, Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrowers shall Cash Collateralize the L/C Obligations to the extent of such excess. (ii) Except for Protective Advances, if on any date the Aggregate Revolving Credit Outstandings for any reason exceeds 100% of the Borrowing Base then in effect, the Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment Borrowing Base then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason (including as the result of the termination of the 2022 Non-Extended Revolving Credit Commitments) exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one Business Day of written notice thereof from the Administrative Agent, the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the 2022 Extended Revolving Credit Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures2022 Extended Revolving Credit Outstandings”) for any reason exceeds 105100% of the Multicurrency Sublimit as Total 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Extended Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding 2022 Extended Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures 2022 Extended Revolving Credit Outstandings exceed 100% of the Multicurrency SublimitTotal 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess. (iii) If on any date the aggregate amount of the 2022 Non-Extended Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate 2022 Non-Extended Revolving Credit Outstandings”) for any reason exceeds 100% of the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall, forthwith repay within one Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Non-Extended Revolving Credit Loans in an amount necessary to eliminate such deficiency. If, after giving effect to the prepayment of all outstanding 2022 Non-Extended Revolving Credit Loans, the Aggregate 2022 Non-Extended Revolving Credit Outstandings exceed the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Revolving L/C Obligations to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the U.S. Dollar Lenders’ U.S. Dollar Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate U.S. Dollar Revolving Credit OutstandingsOutstanding”) for any reason exceeds 100% of the Total U.S. Dollar Revolving Credit Commitment as then in effect, the Borrower U.S. Dollar Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, U.S. Dollar Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and U.S. Dollar Revolving Credit Loans, the Aggregate U.S. Dollar Revolving Credit Outstandings exceed Outstanding exceeds the Total U.S. Dollar Revolving Credit Commitment then in effect, the Borrower U.S. Dollar Borrowers shall Cash Collateralize pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the U.S. Dollar Lenders as security for the obligations of the U.S. Dollar Borrowers hereunder (including obligations in respect of Letters of Credit Outstanding Outstanding) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the extent of such excess.Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations); (ii) If on any date the aggregate amount of the Multi-Currency Lenders’ Multicurrency Multi-Currency Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Multicurrency ExposuresMulti-Currency Revolving Credit Outstanding”) for any reason exceeds 105100% of the Multicurrency Sublimit Total Multi-Currency Revolving Credit Commitment as then in effect, the Borrower Multi-Currency Borrowers shall forthwith repay on such date the principal amount of Multi-Currency Swingline Loans and, after all Multi-Currency Swingline Loans have been paid in full, Multi-Currency Revolving Credit Loans denominated in Alternative Currencies in a principal an amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, after giving effect to the prepayment of all outstanding Multi-Currency Swingline Loans and Multi-Currency Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Multi-Currency Revolving Credit Outstanding exceeds the Total Multi-Currency Revolving Credit Commitment then in effect, the Multi-Currency Borrowers shall pay to the Asian Administrative Agent an amount in cash equal to such excess and such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of the Multi-Currency Lenders as security for the obligations of the Multi-Currency Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations); and (iii) If on any date the aggregate amount of the Malaysian Lenders’ Malaysian Revolving Credit Exposures exceed (all the foregoing, collectively, the “Aggregate Malaysian Revolving Credit Outstanding”) exceeds 100% of the Multicurrency SublimitTotal Malaysian Revolving Credit Commitment as then in effect, the Malaysian Borrower shall Cash Collateralize forthwith repay on such date the Letters principal amount of Malaysian Swingline Loans and, after all Malaysian Swingline Loans have been paid in full, Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Malaysian Swingline Loans and Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, the Aggregate Malaysian Revolving Credit Outstanding exceeds the Total Malaysian Revolving Credit Commitment then in respect effect, the Malaysian Borrower shall pay to the Asian Administrative Agent an amount in cash equal to such excess and the such Administrative Agent shall instruct the Collateral Agent to hold such payment for the benefit of Letters the Malaysian Lenders as security for the obligations of Credit denominated the Malaysian Borrower hereunder pursuant to a cash collateral agreement to be entered into in Alternative Currencies form and substance satisfactory to the Administrative Agents (which shall permit certain Investments in Permitted Investments satisfactory to the Administrative Agents, until the proceeds are applied to the secured obligations); provided that, (A) in each of clauses (i), (ii) and (iii) above to the extent such excess results solely by reason of a change in exchange rates, the applicable Borrowers shall only be required to make such prepayment on the last day of the then current fiscal quarter, unless the amount of such excessexcess causes the Aggregate U.S. Dollar Revolving Credit Outstanding, Aggregate Multi-Currency Revolving Credit Outstanding or Aggregate Malaysian Revolving Credit Outstanding to exceed the U.S. Dollar Revolving Credit Exposures, Multi-Currency Revolving Credit Exposures or Malaysian Revolving Credit Exposures, as applicable, by more than 110% and (B) no prepayment of Revolving Credit Loans pursuant to this Section 5.2(b) shall be applied to the Revolving Credit Loans of any Defaulting Lender.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall forthwith repay on such date the principal amount of any Protective Advances and after all Protective Advances have been paid in full, Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Protective Advances, Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrowers shall Cash Collateralize the L/C Obligations to the extent of such excess. (ii) Except for Protective Advances, if on any date the Aggregate Revolving Outstandings for any reason exceeds 100% of the Borrowing Base then in effect, the Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment Borrowing Base then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Parent Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Parent Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Parent Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Parent Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If If, on the last day of any date calendar month of the Borrower, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) . If on any date the aggregate amount of the Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures”) in respect of any Class of Revolving Credit Loans for any reason exceeds 105100% of the Multicurrency Sublimit as Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated of such Class in Alternative Currencies in a principal an amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, If after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currenciesof such Class, the Aggregate Multicurrency Revolving Credit Exposures of such Class exceed 100% the Revolving Credit Commitment of the Multicurrency Sublimitsuch Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies relation to such Class to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall forthwith repay on such date the principal amount of any Protective Advances and after all Protective Advances have been paid in full, Swingline Loans and, after all Swingline Loans have been paid in full, the Tranche A Loans in an amount necessary to eliminate such deficiency and, if, after giving effect to the prepayment in full of all outstanding Tranche A Loans such deficiency has not been eliminated, prepay the Tranche A-1 Loans in an amount necessary to eliminate such deficiency. If, after giving effect to the prepayment of all outstanding Protective Advances, Swingline Loans, Tranche A Loans and Tranche A-1 Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrowers shall Cash Collateralize the L/C Obligations to the extent of such excess. (ii) Except for Protective Advances, if on any date the Aggregate Revolving Credit Outstandings for any reason exceed 100% of the Applicable Borrowing Base then in effect, the Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment Applicable Borrowing Base then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on . All such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding payments made in respect of Letters of Credit denominated outstanding Loans shall be applied first to Tranche A Loans and after prepayment in Alternative Currencies full thereof, to the extent of such excessTranche A-1 Loans.

Repayment of Revolving Credit Loans. (i) If If, on any date date, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit OutstandingsOutstanding”) for any reason exceeds 100% of the Total Revolving Credit Commitment as then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed Outstanding exceeds the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters Letter of Credit Outstanding Obligations to the extent of such excess. (ii) If . If, on any date date, the aggregate amount of the Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures”) in respect of any Class of Revolving Credit Loans for any reason exceeds 105100% of the Multicurrency Sublimit as Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated of such Class in Alternative Currencies in a principal an amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, If ,after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currenciesof such Class, the Aggregate Multicurrency Revolving Credit Exposures exceed 100% of such Class exceeds the Multicurrency SublimitRevolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies relation to such Class to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason (including as the result of the termination of the 2022 Non-Extended Revolving Credit Commitments) exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the 2022 Extended Revolving Credit Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures2022 Extended Revolving Credit 162 AMERICAS 122173769123894352 Outstandings”) for any reason exceeds 105100% of the Multicurrency Sublimit as Total 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Extended Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding 2022 Extended Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures 2022 Extended Revolving Credit Outstandings exceed 100% of the Multicurrency SublimitTotal 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess. (iii) If on any date the aggregate amount of the 2022 Non-Extended Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate 2022 Non-Extended Revolving Credit Outstandings”) for any reason exceeds 100% of the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall, forthwith repay within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Non-Extended Revolving Credit Loans in an amount necessary to eliminate such deficiency. If, after giving effect to the prepayment of all outstanding 2022 Non-Extended Revolving Credit Loans, the Aggregate 2022 Non-Extended Revolving Credit Outstandings exceed the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Revolving L/C Obligations to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the 2022 Extended Revolving Credit Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures2022 Extended Revolving Credit Outstandings”) for any reason exceeds 105100% of the Multicurrency Sublimit as Total 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Extended Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding 2022 Extended Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures 2022 Extended Revolving Credit Outstandings exceed 100% of the Multicurrency SublimitTotal 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess. (iii) If on any date the aggregate amount of the 2022 Non-Extended Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate 2022 Non-Extended Revolving Credit Outstandings”) for any reason exceeds 100% of the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall, forthwith repay within one (1) Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Non-Extended Revolving Credit Loans in an amount necessary to eliminate such deficiency. If, after giving effect to the prepayment of all outstanding 2022 Non-Extended Revolving Credit Loans, the Aggregate 2022 Non-Extended Revolving Credit Outstandings exceed the Total 2022 Non-Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Revolving L/C Obligations to the extent of such excess.

Repayment of Revolving Credit Loans. 91- (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters Letter of Credit Outstanding Outstandings to the extent of such excess. ; (ii) If on any date the aggregate amount of the Revolving Credit Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters Letter of Credit Outstanding Outstandings in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If Subject to clause (ii) of this Section 5.2(b), if on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”) Loans for any reason exceeds 100% the Revolving Commitment for such Class of the Total Revolving Credit Commitment then in effectLoans at such time, the Borrower shall forthwith repay on such date the principal amount Revolving Loans of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans such Class in an amount equal to such excess. If, If after giving effect to the prepayment of all outstanding Swingline Revolving Loans and of such Class, the Revolving Credit Loans, the Aggregate Revolving Credit Outstandings Exposures of such Class exceed the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters letters of Credit credit Outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans |US-DOCS\101663612.13131839430.6|| denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If If, on any date date, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate in respect of any Class of Revolving Credit Outstandings”Loans (calculated, in the case of Revolving Credit Loans and Revolving Credit Exposures denominated in an Alternative Currency, at the Dollar Equivalent thereof as of the most recent Revaluation Date) for any reason exceeds 100100.0% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans andof such Class, and after all such Swingline Loans have been paid in full, the Revolving Credit Loans of such Class in an amount equal to such excess; provided that, if such excess results from fluctuations in the Dollar Equivalent of Revolving Credit Loans and/or Letters of Credit denominated in an Alternative Currency and such excess exceeds 5.0% of the Total Revolving Credit Commitments at such time, such obligation to repay Loans and Cash Collateralize Letters of Credit shall not be effective until five (5) Business Days after the date (or, solely in the case of the occurrence of a Revaluation Date resulting from a notice by the Administrative Agent pursuant to clause (a)(iv) or (b)(vi) of the definition of “Revaluation Date”, five (5) Business days after the date of receipt by the Borrower of such notice from the Administrative Agent) such excess first commenced in an amount greater than 5.0% of the Total Revolving Credit Commitments (and shall not be required to the extent such excess has ceased to exist as a result of fluctuations in currency values). If, after giving pro forma effect to the prepayment of all outstanding Swingline Loans and Revolving Credit LoansLoans of such Class, the Aggregate Revolving Credit Outstandings exceed Exposures of such Class exceeds the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding outstanding in relation to such Class to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on the last day of any date calendar month of the Borrower, the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding to the extent of such excess. (ii) . If on any date the aggregate amount of the Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures”) in respect of any Class of Revolving Credit Loans for any reason exceeds 105100% of the Multicurrency Sublimit as Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated of such Class in Alternative Currencies in a principal an amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, If after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currenciesof such Class, the Aggregate Multicurrency Revolving Credit Exposures of such Class exceed 100% the Revolving Credit Commitment of the Multicurrency Sublimitsuch Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies relation to such Class to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower Borrowers shall forthwith repay on such date the principal amount of any Protective Advances and after all Protective Advances have been paid in full, Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Protective Advances, Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrowers shall Cash Collateralize the L/C Obligations to the extent of such excess. (ii) Except for Protective Advances, if on any date the Aggregate Revolving Credit Outstandings for any reason exceed 100% of the Borrowing Base then in effect, the Borrowers shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment Borrowing Base then in effect, the Borrower Borrowers shall Cash Collateralize the Letters of Credit Outstanding L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason (including as the result of the termination of the 2022 Non-Extended Revolving Credit Commitments) exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one Business Day of written notice thereof from the Administrative Agent, the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on any date the aggregate amount of the 2022 Extended Revolving Credit Lenders’ Multicurrency Revolving Credit Exposures (collectively, the “Aggregate Multicurrency Exposures2022 Extended Revolving Credit Outstandings”) for any reason exceeds 105100% of the Multicurrency Sublimit as Total 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall shall, forthwith repay on such date within one Business Day of written notice thereof from the Administrative Agent, the principal amount of the 2022 Extended Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding 2022 Extended Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures 2022 Extended Revolving Credit Outstandings exceed 100% of the Multicurrency SublimitTotal 2022 Extended Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess.

Repayment of Revolving Credit Loans. (i) Aggregate US Revolving Credit Outstandings. If on any date the aggregate amount of the Lenders’ US Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate US Revolving Credit Outstandings”) for any reason exceeds 100% of the US Total Revolving Credit Commitment as then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate US Revolving Credit Outstandings exceed the US Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize pay to the Letters Administrative Agent an amount in cash equal to such excess and the Administrative Agent shall hold such payment for the benefit of the Lenders as security for the obligations of the Borrower hereunder (including obligations in respect of Letter of Credit Outstanding Outstandings) pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the extent of such excessAdministrative Agent (which shall permit certain investments in Permitted Investments satisfactory to the Administrative Agent, until the proceeds are applied to the secured obligations). (ii) Aggregate Canadian Revolving Credit Outstandings. If on any date the aggregate amount of the Canadian Lenders’ Multicurrency Canadian Revolving Credit Exposures (all the foregoing, collectively, the “Aggregate Multicurrency ExposuresCanadian Revolving Credit Outstandings”) for any reason exceeds 105103% of the Multicurrency Sublimit Canadian Total Revolving Credit Commitment as then in effect, each of the Borrower and the Canadian Borrower, as the case may be, shall forthwith repay on such date Canadian Revolving Credit Loans denominated owing by each of them, respectively, in Alternative Currencies in a principal an aggregate amount such that, after giving effect equal to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitexcess. If, after giving effect to the prepayment of all outstanding Canadian Revolving Credit Loans denominated in Alternative Currencies(other than BA Loans), the Aggregate Multicurrency Exposures Canadian Revolving Credit Outstandings exceed 100% of the Multicurrency SublimitCanadian Total Revolving Credit Commitment then in effect, the Borrower and/or the Canadian Borrower as the case may be, shall Cash Collateralize pay to the Letters Canadian Administrative Agent an amount in cash equal to such excess and the Canadian Administrative Agent shall hold such payment for the benefit of Credit Outstanding the applicable Lenders as security for the obligations of the Borrower and the Canadian Borrower hereunder (including obligations in respect of Letters Canadian Letter of Credit denominated Outstandings and BA Loans) pursuant to a cash collateral agreement to be entered into in Alternative Currencies form and substance satisfactory to the extent of such excessCanadian Administrative Agent (which shall permit certain investments in Permitted Investments satisfactory to the Canadian Administrative Agent, until the proceeds are applied to the secured obligations).

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effecteffect (including as a result of the termination of the 2013 Revolving Credit Commitments on the 2013 Revolving Credit Maturity Date), the Borrower shall shall, forthwith repay on such date the principal amount of any Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on To the extent that the 2011 Revolving Credit Commitment Extension Effective Date has occurred, ifIf at any time prior to the Original Revolving L/C Maturity Date any Revolving Letter of Credit (other than an Optional Revolving Letter of Credit) shall be outstanding that has an expiration date after the Original Revolving L/C Maturity Date and the aggregate amount Stated Amount of all Revolving Letters of Credit having expiration dates after the Lenders’ Multicurrency Exposures Original Revolving L/C Maturity Date (collectivelyother than an Optional Revolving Letter of Credit), when added to the “Aggregate Multicurrency Exposures”aggregate Revolving Credit Exposure of all 2016 Revolving Credit Lenders (exclusive of Revolving Letter of Credit Exposure with respect to such Revolving Letters of Credit) for any reason as of such date, exceeds 105% of the Multicurrency Sublimit as Total 2016 Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of any Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures exceed 100% aggregate Stated Amount of all Revolving Letters of Credit having expiration dates after the Multicurrency SublimitOriginal Revolving L/C Maturity Date (other than an Optional Revolving Letter of Credit), when added to the aggregate Revolving Credit Exposure of all 2016 Revolving Credit Lenders (exclusive of Revolving Letter of Credit Exposure with respect to such Revolving Letters of Credit) as of such date, exceeds the Total 2016 Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess.

Repayment of Revolving Credit Loans. (i) If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effecteffect (including as a result of the termination of the 2013 Revolving Credit Commitments on the 2013 Revolving Credit Maturity Date), the Borrower shall shall, forthwith repay on such date the principal amount of any Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans in an amount equal necessary to eliminate such excessdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding Revolving L/C Obligations to the extent of such excess. (ii) If on To the extent that the 2011 Revolving Credit Commitment Extension Effective Date has occurred, if at any time prior to the Original Revolving L/C Maturity Date any Revolving Letter of Credit (other than an Optional Revolving Letter of Credit) shall be outstanding that has an expiration date after the Original Revolving L/C Maturity Date and the aggregate amount Stated Amount of all Revolving Letters of Credit having expiration dates after the Lenders’ Multicurrency Exposures Original Revolving L/C Maturity Date (collectivelyother than an Optional Revolving Letter of Credit), when added to the “Aggregate Multicurrency Exposures”aggregate Revolving Credit Exposure of all 2016 Revolving Credit Lenders (exclusive of Revolving Letter of Credit Exposure with respect to such Revolving Letters of Credit) for any reason as of such date, exceeds 105% of the Multicurrency Sublimit as Total 2016 Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of any Swingline Loans and, after all Swingline Loans have been paid in full, the Revolving Credit Loans denominated in Alternative Currencies in a principal an amount necessary to eliminate such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimitdeficiency. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans denominated in Alternative CurrenciesLoans, the Aggregate Multicurrency Exposures exceed 100% aggregate Stated Amount of all Revolving Letters of Credit having expiration dates after the Multicurrency SublimitOriginal Revolving L/C Maturity Date (other than an Optional Revolving Letter of Credit), when added to the aggregate Revolving Credit Exposure of all 2016 Revolving Credit Lenders (exclusive of Revolving Letter of Credit Exposure with respect to such Revolving Letters of Credit) as of such date, exceeds the Total 2016 Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in respect of Letters of Credit denominated in Alternative Currencies Revolving L/C Obligations to the extent of such excess.