Common use of Revolving Loan Prepayments Clause in Contracts

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereof, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace and Cash Collateralize or backstop (on terms and conditions acceptable reasonably satisfactory to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit Administrative Agent the LC Exposure in accordance with the procedures set forth in Section 2.18(i2.17(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Aggregate Exposures after giving effect thereto and (yB) if the sum of the Revolving Aggregate Exposures would exceed the aggregate amount of Revolving Commitments Aggregate Commitments, then in effect, after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Aggregate Commitments then in effect, the Borrower shall, without notice or immediately after demand, immediately apply an amount equal to such excess to prepay the Revolving Loans and any interest accrued thereon, in accordance with this Section 5.02(l)(iii). The Borrower shall, first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the U.S. Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters Letter of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the U.S. Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the U.S. Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the U.S. Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the U.S. Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Alternative Currency Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Alternative Currency Revolving Borrowings and, at the Borrower’s option, either Loans and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10. In the event of the termination of all the Dollar Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Dollar Revolving Loans. (ii) In the event of any partial reduction of the Alternative Currency Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Alternative Currency Revolving Lenders of the sum of the Alternative Currency Revolving Exposures Extensions of Credit after giving effect thereto and (y) if the sum of the Alternative Currency Revolving Exposures Extensions of Credit would exceed the aggregate amount of Alternative Currency Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at the Borrower’s optionrepay or prepay Alternative Currency Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess.. In the event of any partial reduction of the Dollar Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Dollar Revolving Lenders of the sum of the Dollar Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Dollar Revolving Extensions of Credit would exceed the aggregate amount of Dollar Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Dollar Revolving Loans in an aggregate amount sufficient to eliminate such excess (iii) In the event that at any time the sum of all Alternative Currency Revolving Lenders’ Alternative Currency Revolving Exposures Extensions of Credit exceeds the Alternative Currency Revolving Commitments then in effecteffect (including, without limitation, as a result of any Revaluation Date), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving BorrowingsLoans, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iv) . In the event that the aggregate LC Exposure sum of all Dollar Revolving Lenders’ Dollar Revolving Extensions of Credit exceeds the LC Sublimit Dollar Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediatelyimmediately repay or prepay Dollar Revolving Loans in an aggregate amount sufficient to eliminate such excess (iv) In the event that the aggregate LC Obligations exceed the LC Commitment then in effect, at the Borrower’s optionBorrower shall, either without notice or demand, immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all of the Revolving Commitments in accordance with the terms hereof, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and Swing Line Loans and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bankx) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (y) backstop all outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (z) roll all outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that at any time the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Lead Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace and all outstanding Swingline Loans and Cash Collateralize or backstop (on terms and conditions acceptable reasonably satisfactory to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit Administrative Agent the LC Exposure in accordance with the procedures set forth in Section 2.18(i2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Lead Borrower and the Revolving Lenders of the sum of the Revolving Aggregate Exposures after giving effect thereto and (yB) if the sum of the Revolving Aggregate Exposures would exceed the aggregate amount of Revolving Commitments Line Cap then in effect, after giving effect to such reduction, then the Lead Borrower shall, on the date of such reductionreduction (or, if such reduction is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, within five Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments Line Cap then in effect, the Lead Borrower shall, without notice immediately after demand (or, if such overadvance is due to the imposition of new Reserves or demanda change in the methodology of calculating existing Reserves, immediately or change in eligibility standards, within five Business Days following notice), apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.09(b)(iii). The Lead Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Lead Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings andand all outstanding Swingline Loans and replace all outstanding Letters of Credit, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) collateralize all outstanding Letters of Credit with a supporting letter of credit reasonably acceptable to the Issuing Bank from an issuer reasonably satisfactory to the Issuing Bank, or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s optionreplace outstanding Letters of Credit, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) collateralize all outstanding Letters of Credit with a supporting letter of credit reasonably acceptable to the Issuing Bank from an issuer reasonably satisfactory to the Issuing Bank, or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s optionreplace outstanding Letters of Credit, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) collateralize all outstanding Letters of Credit with a supporting letter of credit reasonably acceptable to the Issuing Bank from an issuer reasonably satisfactory to the Issuing Bank, or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediatelyimmediately replace outstanding Letters of Credit, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) collateralize all outstanding Letters of Credit with a supporting letter of credit from an issuer reasonably satisfactory to the Issuing Bank, or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Aggregate Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, (A) repay or prepay all of its outstanding Revolving Borrowings andLoans, at the Borrower’s option(B) repay or prepay all outstanding Swingline Loans, either (C) repay all outstanding LC Borrowings, and (D) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit (or cash collateralize Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(iCredit). (ii) In If for any reason the event of Total Revolving Outstandings at any partial reduction time exceed the Aggregate Revolving Commitments at such time, Borrower shall immediately prepay first, Swingline Loans, second, Revolving Loans, and third LC Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the LC Obligations, in an aggregate amount equal to such excess; provided, that, Borrower shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.10(b)(ii) unless, after the prepayment of the Swingline Loans and the Revolving Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments in accordance with the terms hereof, then at such time. (xiii) at or prior to the effective date of such reduction, If the Administrative Agent shall notify notifies Borrower at any time that the Borrower outstanding amount of all Loans and the Revolving Lenders LC Obligations denominated in Alternate Currencies at such time exceeds an amount equal to 105% of the sum of the Revolving Exposures Alternate Currency Sublimit then in effect, then, within two (2) Business Days after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date receipt of such reductionnotice, first, repay or Borrower shall prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Loans and/or Cash Collateralize Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate reduce such excess. (iii) In outstanding amount as of such date of payment to an amount not to exceed 100% of the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Alternate Currency Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to before the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace and all outstanding Swingline Loans and Cash Collateralize or backstop (on terms and conditions acceptable reasonably satisfactory to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit Administrative Agent the LC Exposure in accordance with the procedures set forth in Section 2.18(i2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Aggregate Exposures after giving effect thereto and (yB) if the sum of the Revolving Aggregate Exposures would exceed the aggregate amount of Revolving Commitments Line Cap then in effect, after giving effect to such reduction, then the Borrower shall, on the date of such reductionreduction (or, if such reduction is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, within five Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments Line Cap then in effect, the Borrower shall, without notice immediately after demand (or, if such overadvance is due to the imposition of new Reserves or demanda change in the methodology of calculating existing Reserves, immediately or change in eligibility standards, within five Business Days following notice), apply an amount equal to such excess to prepay the Revolving Loans and any interest accrued thereon, in accordance with this Section 2.09(b)(iii). The Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Sub-Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Re- volving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Alternative Currency Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Alternative Currency Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms Loans and conditions acceptable to the applicable Issuing Bank) all outstanding Swingline Loans and replace all outstanding Alternative Currency Letters of Credit or cash collateralize all outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10. In the event of the termination of all the Dollar Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Dollar Revolving Loans and replace all outstanding Dollar Letters of Credit or cash collateralize all outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10. (ii) In the event of any partial reduction of the Alternative Currency Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Alternative Currency Revolving Lenders of the sum of the Alternative Currency Revolving Exposures Extensions of Credit after giving effect thereto and (y) if the sum of the Alternative Currency Revolving Exposures Extensions of Credit would exceed the aggregate amount of Alternative Currency Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at the Borrower’s optionrepay or prepay Alternative Currency Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. In the event of any partial reduction of the Dollar Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Dollar Revolving Lenders of the sum of the Dollar Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Dollar Revolving Extensions of Credit would exceed the aggregate amount of Dollar Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Dollar Revolving Loans and second, replace outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Alternative Currency Revolving Lenders’ Alternative Currency Revolving Exposures Extensions of Credit exceeds the Alternative Currency Revolving Commitments then in effect (including, without limitation, as a result of any Revaluation Date or as a result of currency fluctuations), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Alternative Currency Revolving Loans, and third, replace outstanding Alternative Currency Letters of Credit or cash collateralize outstanding Alternative Currency Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess. In the event that the sum of all Dollar Revolving Lenders’ Dollar Revolving Extensions of Credit exceeds the Dollar Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Dollar Revolving BorrowingsLoans, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Dollar Letters of Credit or cash collateralize outstanding Dollar Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds Obligations exceed the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the U.S. Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters Letter of Credit in accordance with the procedures set forth in Section SECTION 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the U.S. Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the U.S. Borrower shall, on the date of such reduction, firstFIRST, repay or prepay Swingline Loans, SECOND, repay or prepay Revolving Borrowings and secondTHIRD, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the U.S. Borrower shall, without notice or demand, immediately firstFIRST, repay or prepay Revolving Borrowings, and secondSECOND, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the U.S. Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.16), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.16), the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.16), Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters and/or deposit an amount equal to 105% of Credit the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.18(j) in an aggregate amount sufficient to eliminate such excess. (iii) Except as otherwise expressly provided in Section 10.10, in the event that the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, the Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.10(a)(iii). The Borrowers shall, first, repay or prepay Revolving Borrowings and second, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j) in an amount sufficient to eliminate such excess. (iv) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving BorrowingsBorrowings and, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.18(j) in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.18(j) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)2.20. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Swingline Loans, second, repay or prepay Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)2.20, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)2.20, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)2.20, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either (including all Protective Advances) and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)) or otherwise make arrangement reasonably satisfactory to the applicable Issuing Bank with respect to such Letters of Credit. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Sublimit Borrowing Base then in effect, the Borrower shall, without notice or demand, immediatelyimmediately first, at the Borrower’s optionrepay or prepay Swingline Loans, either second, repay or prepay Revolving Borrowings, and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Sub Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, and second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters and/or deposit an amount equal to 105% of Credit the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.09(a)(iii). Borrowers shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowingsall Swingline Loans, and second, at the Borrower’s optionrepay or prepay Revolving Borrowings and, either third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all of the Revolving Commitments in accordance with the terms hereof, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bankx) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (y) backstop all outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (z) roll all outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that at any time the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (ia) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or (B) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (iii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, shall on the date of such reductionreduction (and notwithstanding that such reduction may be in breach of the requirement to maintain a Minimum Revolving Balance), first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an aggregate amount sufficient to eliminate such excess. (ii) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, at repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the Borrower’s optionprocedures set forth in Section 2.18(j), either in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or backstop cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect (based on terms the Borrowing Base Certificate last delivered), Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and conditions acceptable to the applicable Issuing Bank) third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either Loans and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures Extensions of Credit after giving effect thereto and (y) if the sum of the Revolving Exposures Extensions of Credit would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at the Borrower’s optionrepay or prepay Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures Extensions of Credit exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving BorrowingsLoans, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure Obligations exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Swingline Loans. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (yB) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings Swingline Loans and second, at the Borrower’s option, either replace repay or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)prepay Revolving Borrowings, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, Swingline Loans and second, at the Borrower’s option, either replace repay or backstop prepay Revolving Borrowings (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit in whole or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(ipart), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Swingline Exposure exceeds the LC Sublimit Swingline Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace immediately repay or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its their outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Sublimit Borrowing Base then in effect, (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediatelyimmediately first, at repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the Borrower’s optionprocedures set forth in Section 2.18(i), either replace or backstop (on terms and conditions acceptable in an aggregate amount sufficient to eliminate such excess; provided that to the applicable Issuing Bankextent such excess results solely by reason of a change in exchange rates, no repayment, replacement or cash collateralization shall be required until such excess remains outstanding for five (5) consecutive Business Days. (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess. (vii) In the event that Holdings or its Subsidiaries receive net cash proceeds in connection with an Asset Sale or an insurance or condemnation award and such net cash proceeds constitute proceeds of Revolving Loan Priority Collateral, then within three (3) Business Days following receipt of such proceeds, the Borrowers shall prepay the Revolving Loans (without a corresponding reduction of the Revolving Commitments) in an amount equal to such net cash proceeds.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto to such reduction and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, the Borrower shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of (x) all the U.S. Dollar Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding U.S. Dollar Revolving Borrowings, (y) all the Multicurrency Revolving Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Multicurrency Revolving Borrowings andand either (A) replace all outstanding Letters of Credit, at the Borrower’s option, either replace or (B) backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit with another letter of credit on terms reasonably acceptable to the Issuing Bank or (C) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) and (z) all the Revolving Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and either (A) replace all outstanding Letters of Credit, (B) backstop all outstanding Letters of Credit with another letter of credit on terms reasonably acceptable to the Issuing Bank or (C) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the any Class of Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of such Class of the sum of the Revolving Exposures of such Class after giving effect thereto and (y) if the sum of the Revolving Exposures of such Class would exceed the aggregate amount of Revolving Commitments of such Class after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings Loans of such Class and second, at the Borrower’s optionreplace outstanding Letters of Credit, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit with another letter of credit on terms reasonably acceptable to the Issuing Bank or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at that, after any time Revaluation Date, the sum of all Lenders’ the Revolving Exposures exceeds the of all Lenders of any Class of Revolving Commitments then in effectexceeds such Revolving Commitments by 5.0% or more, the Borrower shall, without within three (3) Business Days of receipt of notice or demandthereof from the Administrative Agent setting forth such calculations in reasonable detail, immediately first, repay or prepay Revolving BorrowingsLoans of such Class, and second, at the Borrower’s optionreplace outstanding Letters of Credit, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit with another letter of credit on terms reasonably acceptable to the Issuing Bank or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediatelyimmediately replace outstanding Letters of Credit, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit with another letter of credit on terms reasonably acceptable to the Issuing Bank or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit Swingline Loans and cancel, terminate or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)2.18(j) or cause the posting of a letter of credit issued by a financial institution for the benefit of each Issuing Bank satisfactory to such Issuing Bank with a face amount of 103% of the aggregate maximum amount available to be drawn (in a manner reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) under all Letters of Credit Issued or outstanding hereunder. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds either (A) the Borrowing Base then in effect or (B) the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately promptly first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the aggregate LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either promptly replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, the Borrower shall, without notice or demand, promptly repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent Agents shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time (x) the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17) or (y) the sum of all Lenders’ Canadian Exposures exceeds the Canadian Revolving Commitments then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower then in each case, Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (v) Borrowings by way of Bankers’ Acceptance may only be prepaid by cash collateralizing the same in accordance with Section 2.03(e)(xi).

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings andand all outstanding Swingline Loans, at the Borrower’s optionin each case including accrued and unpaid interest thereon, either and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) extent necessary, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto to such reduction and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments Borrowing Base then in effect, the Borrower shall, without notice or demand, immediately firstapply an amount equal to such excess to prepay the Loans and any interest accrued thereon, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in this Section 2.18(i2.10(b), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the U.S. Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters Letter of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the U.S. Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the U.S. Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the U.S. Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the U.S. Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofLoan Commitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swing Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)7.4. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofLoan Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures Loans, Swing Loans and Letters of Credit outstanding after giving effect thereto and (y) if the sum of the Revolving Exposures thereof would exceed the aggregate amount of Revolving Loan Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swing Loans, second, repay or prepay Revolving Borrowings and secondand, at the Borrower’s optionthird, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i7.4 (provided, however, that the demand required thereunder shall be deemed to have been delivered automatically), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ the outstanding Revolving Exposures Loans, Swing Loans, and Letters of Credit exceeds the Revolving Loan Commitments then in effect, the Borrower shall, without notice or demand, immediately immediately, first, repay or prepay Revolving BorrowingsBorrowings and, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)herewith, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure face amount of Letters of Credit exceeds the LC Sublimit then in effect, the $2,000,000 Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)herewith, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if after giving effect to such reduction the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its their outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Sublimit Borrowing Base then in effect, (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediatelyimmediately first, at the Borrower’s optionrepay or prepay Swingline Loans, either second, repay or prepay Revolving Borrowings, and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or provide Letter of Credit Collateralization with respect to outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess; provided that to the extent such excess results solely by reason of a change in Reserves or in exchange rates, no repayment, replacement or cash collateralize collateralization shall be required until such excess remains outstanding for five (5) consecutive Business Days. (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit in accordance or provide Letter of Credit Collateralization with the procedures set forth in Section 2.18(i)respect to outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess. (vii) In the event that Holdings or its Restricted Subsidiaries receive net cash proceeds in connection with an Asset Sale (other than Asset Sales consummated within forty (40) days after the Amendment No. 2 Effective Date which the Borrowers agreed prior to the Amendment No. 2 Effective Date to effect in connection with the approval of any applicable anti-trust authority with respect to the Cristal Acquisition heretofore obtained, consisting principally of proceeds of the disposition of the Borrowers’ or its Restricted Subsidiaries’ Ashtabula, Ohio titanium dioxide production business) or an insurance or condemnation award and such net cash proceeds constitute proceeds of Revolving Loan Priority Collateral, then within three (3) Business Days following receipt of such proceeds, the Borrowers shall prepay the Revolving Loans (without a corresponding reduction of the Revolving Commitments) in an amount equal to such net cash proceeds. For the avoidance of doubt, such net cash proceeds received by Holdings and its Restricted Subsidiaries from the Alkali Sale shall not require a prepayment pursuant to this clause (vii).

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and(and if any Revolving Exposure shall remain as a result of L/C Exposures, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters Borrower shall fully Cash Collateralize 105% of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(isuch L/C Exposures). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x1) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y2) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Borrowings, in an aggregate amount sufficient to eliminate such excessexcess (and if any such excess shall remain as a result of L/C Exposures, the Borrower shall fully Cash Collateralize such L/C Exposures). (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace Borrowings (in whole or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(ipart), in an aggregate amount sufficient to eliminate such excess. excess (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effectand if any such excess shall remain as a result of L/C Exposures, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(ishall fully Cash Collateralize such L/C Exposures), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(1), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.05(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Credit Exposures after giving effect thereto and (y) if the sum of the Revolving Credit Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.05(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Revolving Lenders’ Revolving Credit Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 9.17), the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.05(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect$50,000,000, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.05(j), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate Swingline Exposure exceeds the Swingline Sublimit, the Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Dollar Equivalent of Alternate Currency Loans exceeds $15,000,000, the Borrower shall, without notice or demand, immediately repay or prepay Alternate Currency Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or (B) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, shall on the date of such reductionreduction (and notwithstanding that such reduction may be in breach of the requirement to maintain a Minimum Revolving Balance), first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect (based on the Borrowing Base Certificate last delivered), Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the relevant Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Revolving Credit Administrative Agent shall notify the relevant Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the such Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including or any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, firstFIRST, repay or prepay Swingline Loans, SECOND, repay or prepay Revolving Borrowings and secondTHIRD, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately firstFIRST, repay or prepay Revolving Borrowings, and secondSECOND, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section SECTION 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately within one (1) Business Day first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either within one (1) Business Day replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Class A Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Class A Revolving Borrowings and, at the Borrower’s option, either Loans and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). In the event of the termination of all the Class B Revolving Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Class B Revolving Loans. (ii) In the event of any partial reduction of the Class A Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Class A Revolving Lenders of the sum of the all Lenders’ Class A Revolving Exposures after giving effect thereto and (y) if the sum of the all Lenders’ Class A Revolving Exposures would exceed the aggregate amount of Class A Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at repay or prepay the Borrower’s optionoutstanding Class A Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that of any partial reduction of the Class B Revolving Commitments, then (x) at any time or prior to the effective date of such reduction, the Administrative Agent shall notify Borrower and the Class B Revolving Lenders of the sum of all Lenders’ Class B Revolving Exposures after giving effect thereto and (y) if the sum of all Lenders’ Class B Revolving Exposures would exceed the aggregate amount of Class B Revolving Commitments after giving effect to such reduction, then Borrower shall, on the date of such reduction, repay or prepay the outstanding Class B Revolving Loans in an aggregate amount sufficient to eliminate such excess. (iv) (x) In the event that the sum of all Class A Revolving Lenders’ Class A Revolving Exposures exceeds the Class A Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving BorrowingsSwingline Loans, and second, at repay or prepay the Borrower’s optionoutstanding Class A Revolving Loans and third, either replace outstanding Letters of Credit or backstop cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess; and (on terms and conditions acceptable y) in the event that the sum of all Class B Revolving Lenders’ Class B Revolving Exposures exceeds the total Class B Revolving Commitments, the Borrower shall, without notice or demand, immediately repay or prepay Class B Revolving Borrowings in an aggregate amount equal to such excess. (v) In the applicable Issuing Bank) event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Swingline Loans and replace all outstanding Revolving Letters of Credit or cash collateralize all outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate Revolving LC Exposure (which shall include the Dollar Equivalent of the face amount of any Revolving Letter of Credit that is denominated in an Alternate Currency) exceeds the Revolving LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, the Borrowers shall, promptly (but in any time event within 2 Business Days) apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrowers shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s optionrepay or prepay all Swingline Loans, either and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, the Borrowers shall, without notice or demand, immediately repay or prepay the Swingline Loan in an amount sufficient to eliminate such excess.

Revolving Loan Prepayments. 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 81 of 432 (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace and all outstanding Swingline Loans and Cash Collateralize or backstop (on terms and conditions acceptable reasonably satisfactory to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit Administrative Agent the LC Exposure in accordance with the procedures set forth in Section 2.18(i2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Aggregate Exposures after giving effect thereto and (yB) if the sum of the Revolving Aggregate Exposures would exceed the aggregate amount of Revolving Commitments Line Cap then in effect, after giving effect to such reduction, then the Borrower shall, on the date of such reductionreduction (or, if such reduction is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, within five Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments Line Cap then in effect, the Borrower shall, without notice immediately after demand (or, if such overadvance is due to the imposition of new Reserves or demanda change in the methodology of calculating existing Reserves, immediately or change in eligibility standards, within five Business Days following notice), apply an amount equal to such excess to prepay the Revolving Loans and any interest accrued thereon, in accordance with this Section 2.09(b)(iii). The Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.13(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its their outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds either (A) the Borrowing Base then in effect or (B) the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately promptly first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at cash collateralize outstanding Letters of Credit in accordance with the Borrower’s optionprocedures set forth in Section 2.18(i), either in an aggregate amount sufficient to eliminate such excess. (iv) Except as provided in Section 2.18(a), in the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrowers shall, without notice or demand, promptly replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Swingline Exposure exceeds the LC Sublimit Swingline Commitment then in effect, the Borrower effect Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either replace promptly repay or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or (B) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect (based on the Borrowing Base Certificate last delivered), Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (vi) If the Revolving Exposure of all Lenders shall then be zero (it being understood that, for the purposes of this clause (vi), to the extent that all outstanding Letters of Credit have been (and remain) cash collateralized in accordance with the procedures set forth in Section 2.18(i) then the LC Exposure of all of the Lenders shall then be deemed to be zero), in the event that the aggregate principal amount of all outstanding Term Loans exceeds the Borrowing Base then in effect (based on the Borrowing Base Certificate last delivered) (provided that, for the purpose of calculating the Borrowing Base under this clause (vi) only, clause (v) of the definition of “Borrowing Base” shall be excluded), Borrower shall, without notice or demand, immediately, repay or prepay Term Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Sublimit Borrowing Base then in effect, the Borrower shall, without notice or demand, immediatelyimmediately first, at repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, after Administrative Agent shall have completed an initial field examination of the Borrower’s optionCollateral and received an initial Inventory Appraisal, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, Borrower shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all of the Revolving Commitments in accordance with the terms hereof, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and Swing Line Loans and, at the Borrower’s Borrowers’ option, either replace or backstop (on terms and conditions acceptable backstop, to the reasonable satisfaction of the applicable Issuing Bank) , all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s Borrowers’ option, either replace or backstop (on terms and conditions acceptable backstop, to the reasonable satisfaction of the applicable Issuing Bank) , outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s Borrowers’ option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that at any time the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s Borrowers’ option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)Cash Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (yB) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at Excess Availability is less than $15.0 million, the Borrower shall, without notice or demand, immediately apply an amount equal to such deficiency to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrower shall, first, repay or prepay Revolving Borrowings and second, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to restore such Excess Availability. Notwithstanding the foregoing, any Overadvance made pursuant to Section 10.10 shall be repaid only on demand in accordance with such Section. (iv) In the event that the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including, without limitation, on any date on which Dollar Equivalents are determined pursuant to Section 11.15), the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving BorrowingsBorrowings and, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including, without limitation, on any date on which Dollar Equivalents are determined pursuant to Section 11.15), the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all of the Revolving Commitments in accordance with the terms hereof, the Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bankx) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(h), (y) backstop all outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (z) roll all outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at on or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(h), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(h), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that at any time the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank1) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(h), (2) backstop outstanding Letters of Credit with one or more back to back letters of credit in a manner reasonably acceptable to the applicable Issuing Bank or (3) roll outstanding Letters of Credit into another credit facility to the sole satisfaction of the applicable Issuing Bank, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.16(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.16(i) in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the lesser of (A) the Revolving Commitments then in effect and (B) the Borrowing Base then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.16(i) in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), 2.16(i) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.09(b)(v). Borrowers shall make prepayments in accordance with Section 2.09(c) in an amount sufficient to eliminate such excess. (vi) In the event an Activation Notice has been given (as contemplated by Section 9.02), Borrowers shall pay all proceeds of Collateral into the Collection Account, for application in accordance with Section 9.02.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, the Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrowers shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s optionrepay or prepay all Swingline Loans, either and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, the Borrowers shall, without notice or demand, immediately repay or prepay the Swingline Loan in an amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereof, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and all outstanding Swingline Loans and, at the Borrower’s option, either replace replace, backstop or backstop continue under another credit facility (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereof, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its their outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize provide Letter of Credit Collateralization with respect to outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)Credit, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Sublimit Borrowing Base then in effect, (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower Borrowers shall, without notice or demand, immediatelyimmediately first, at the Borrower’s optionrepay or prepay Swingline Loans, either second, repay or prepay Revolving Borrowings, and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or provide Letter of Credit Collateralization with respect to outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess; provided that to the extent such excess results solely by reason of a change in Reserves or in exchange rates, no repayment, replacement or cash collateralize collateralization shall be required until such excess remains outstanding for five (5) consecutive Business Days. (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit in accordance or provide Letter of Credit Collateralization with the procedures set forth in Section 2.18(i)respect to outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrowers shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess. (vii) In the event that Holdings or its Restricted Subsidiaries receive net cash proceeds in connection with an Asset Sale or an insurance or condemnation award and such net cash proceeds constitute proceeds of Revolving Loan Priority Collateral, then within three (3) Business Days following receipt of such proceeds, the Borrowers shall prepay the Revolving Loans (without a corresponding reduction of the Revolving Commitments) in an amount equal to such net cash proceeds. For the avoidance of doubt, such net cash proceeds received by Holdings and its Restricted Subsidiaries from the Alkali Sale shall not require a prepayment pursuant to this clause (vii).

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or (B) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.09(a)(iii). Borrowers shall, first, repay or prepay Revolving Borrowings and second, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.17(i) in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.17(i), in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, Borrowers shall, without notice or demand, immediately repay or prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Class A-2 Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Class A-2 Revolving Borrowings and, at the Borrower’s option, either Loans and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Class A-2 Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Class A-2 Revolving Lenders of the sum of the all Lenders’ Class A-2 Revolving Exposures after giving effect thereto and (y) if the sum of the all Lenders’ Class A-2 Revolving Exposures would exceed the aggregate amount of Class A-2 Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at repay or prepay the Borrower’s optionoutstanding Class A-2 Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) [Reserved]. (iv) In the event that at any time the sum of all Class A-2 Revolving Lenders’ Class A-2 Revolving Exposures exceeds the Class A-2 Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving BorrowingsSwingline Loans, and second, at repay or prepay the Borrower’s optionoutstanding Class A-2 Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Borrowing Base then in effect, the Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrowers shall, first, repay or prepay all Swingline Loans, second repay or prepay Revolving Borrowings, and third, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s optionrepay or prepay all Swingline Loans, either and third, replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j)., in an aggregate amount sufficient to eliminate such excess. (vi) In the event that the aggregate Swingline Exposure exceeds the Swingline Commitment then in effect, the Borrowers shall, without notice or demand, immediately repay or prepay the Swingline Loan in an amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either Loans and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Revolving Facility Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures Extensions of Credit after giving effect thereto and (y) if the sum of the Revolving Exposures Extensions of Credit would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and Swingline Loans, second, at the Borrower’s optionrepay or prepay Revolving Loans and third, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Revolving Lenders’ Revolving Exposures Extensions of Credit exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving BorrowingsLoans, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds Obligations exceed the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i)3.10, in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofby Borrower, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Swingline Loans and replace all outstanding Revolving Letters of Credit or cash collateralize all outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate Revolving LC Exposure exceeds the Revolving LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, and all outstanding Swingline Loans and either (A) replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or (B) cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), ) in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters Letter of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its the outstanding Revolving Borrowings and, at the Borrower’s option, either replace and Cash Collateralize or backstop (on terms and conditions acceptable reasonably satisfactory to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit Administrative Agent the LC Exposure in accordance with the procedures set forth in Section 2.18(i2.12(j). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Aggregate Exposures after giving effect thereto and (yB) if the sum of the Revolving Aggregate Exposures would exceed the aggregate amount of Revolving Commitments Aggregate Commitments, then in effect, after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Revolving Borrowings and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.12(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Aggregate Commitments then in effect, the Borrower shall, without notice or immediately after demand, immediately apply an amount equal to such excess to prepay the Revolving Loans and any interest accrued thereon, in accordance with this Section 5.02(l)(iii). The Borrower shall, first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.12(j), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.12(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofof any Class, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either of such Class and all outstanding Swingline Loans of such Class and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit of such Class or cash collateralize all outstanding Letters of Credit of such Class in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and Swing Line Loans and, at the BorrowerBorrower Agent’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Agent and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, on the date of such reduction, first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings and secondthird, at the BorrowerBorrower Agent’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the BorrowerBorrower Agent’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the BorrowerBorrower Agent’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (xA) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (yB) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reductionreduction (or, if such reduction is due to a reserve, within three Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at the sum of all Lenders’ Revolving Exposures exceeds the Borrowing Base then in effect, Borrower shall, without notice or demand (or, if such overadvance is due to the imposition of a Reserve or change in eligibility standards, within three Business Days following notice), immediately apply an amount equal to such excess to prepay the Loans and any time interest accrued thereon, in accordance with this Section 2.10(b)(iii). The Borrower shall, first, repay or prepay Revolving Borrowings, and second, replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Revolving BorrowingsBorrowings and, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess. (ivv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i2.18(j), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (ia) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swing Line Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with Cash Collateralize the procedures set forth in Section 2.18(i)L/C Obligations. (iib) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Total Revolving Exposures Outstandings after giving effect thereto and (y) if the sum of the Total Revolving Exposures Outstandings would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with Cash Collateralize the procedures set forth in Section 2.18(i)L/C Obligations, in an aggregate amount sufficient to eliminate such excess. (iiic) In the event that at any time the sum of all Lenders’ the Total Revolving Exposures Outstandings exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swing Line Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with Cash Collateralize the procedures set forth in Section 2.18(i)L/C Obligations, in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower Borrowers shall, jointly and severally, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Sub Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower Agent and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower Borrowers shall, jointly and severally, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower Borrowers shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto to such reduction and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ ' Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in accordance with the procedures set forth in Section 2.18(i)LC Sub-Account. (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effect, the Borrower shall, without notice or demand, immediately, at the Borrower’s option, either immediately replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments in accordance with the terms hereofCommitments, the Borrower shall, on the date of such termination, repay or prepay all of its outstanding Revolving Borrowings and, at the Borrower’s option, either and all outstanding Swingline Loans and replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments in accordance with the terms hereofCommitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and secondthird, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that at any time the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower shall, without notice or within one Business Day of demand, immediately first, repay or prepay Revolving Borrowings, and second, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess; provided that to the extent such excess results solely by reason of a change in exchange rates, unless a Default or an Event of Default has occurred and is continuing, Borrower shall not be required to make such repayment or prepayment or replacement or cash collateralization unless the amount of such excess causes the sum of all Lenders’ Revolving Exposures to exceed the Revolving Commitments then in effect by more than 105%. (iv) In the event that the aggregate LC Exposure exceeds the LC Sublimit Commitment then in effecteffect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), the Borrower shall, without notice or within one Business Day of demand, immediately, at the Borrower’s option, either replace or backstop (on terms and conditions acceptable to the applicable Issuing Bank) outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess; provided that to the extent such excess results solely by reason of a change in exchange rates, unless a Default or an Event of Default has occurred and is continuing, Borrower shall not be required to make such replacement or cash collateralization unless the amount of such excess causes the aggregate LC Exposure to exceed the LC Commitment then in effect by more than 105%.