Common use of Revolving Loan Prepayments Clause in Contracts

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap then in effect, after giving effect to such reduction, then Lead Borrower shall, on the date of such reduction (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 third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time exceeds the Line Cap then in effect, Lead Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within five Business Days following notice from the Administrative Agent), 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). Lead 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 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead Borrower shall, immediately after demand, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower shall, on the date of such termination, repay or prepay all the its outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize replace all outstanding Revolving Letters of Credit or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure cash collateralize all outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments, then (Ax) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead Borrower and the Revolving Lenders of the Aggregate sum of the Revolving Exposures after giving effect thereto and (By) if the Aggregate sum of the Revolving Exposures would exceed the Line Cap then in effect, aggregate amount of Revolving Commitments after giving effect to such reduction, then Lead Borrower shall, on the date of such reduction (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)reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace outstanding Revolving Letters of Credit or Cash Collateralize cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate sum of all Lenders' Revolving Exposures at any time exceeds the Line Cap Revolving Commitments then in effect, Lead Borrower shall, without notice or demand, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within five Business Days following notice from the Administrative Agent), 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). Lead Borrower shall, first, repay or prepay all Swingline Loans, Loans second, repay or prepay Revolving Borrowings, and third, replace outstanding Revolving Letters of Credit or Cash Collateralize cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate Revolving LC Exposure exceeds the Revolving LC Commitment then in effect, Lead Borrower shall, immediately after without notice or demand, immediately replace outstanding Revolving Letters of Credit or Cash Collateralize cash collateralize outstanding Revolving Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap then in effect, after giving effect to such reduction, then Lead Borrower shall, on the date of such reduction (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 third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time exceeds exceed the Line Cap then in effect, Lead Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within five Business Days following notice from the Administrative Agent), apply an amount equal to such excess to prepay the Loans and and, at the option of the Administrative Agent, any interest accrued thereon, in accordance with this Section 2.09(b)(iii). Lead 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 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead Borrower shall, immediately after demand, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In the event (x) the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion AccountAccount or (y) funds are transferred to the Dominion Account pursuant to Section 9.17 during a Liquidity Period, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and and, at the option of the Administrative Agent, any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) . In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap then in effect, after giving effect to such reduction, then Lead Borrower shall, on the date of such reduction (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 third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) . In the event that the Aggregate Exposures at any time exceeds the Line Cap then in effect, Lead Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within five Business Days following notice from the Administrative Agent), 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). Lead 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 2.13(j), in an amount sufficient to eliminate such excess. (iv) . In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead Borrower shall, immediately after demand, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) . In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower the Borrowers shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory replace all outstanding Letters of Credit and/or deposit an amount equal to the Administrative Agent the LC Exposure in accordance with Section 2.13(j)the LC Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Lead Borrower and the Revolving Lenders of the Aggregate sum of the Revolving Exposures after giving effect thereto and (B) if the Aggregate sum of the Revolving Exposures would exceed the Line Cap then in effect, aggregate amount of Revolving Commitments after giving effect to such reduction, then Lead Borrower the Borrowers shall, on the date of such reduction (or, if such reduction is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, within five six Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate sum of all Lenders’ Revolving Exposures at any time exceeds the Line Cap Revolving Borrowing Base then in effect, Lead Borrower the Borrowers shall, immediately after demand (or, if such overadvance is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, or change in eligibility criteria or standards, within five six Business Days following notice from the Administrative Agentnotice), immediately 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)(iii2.10(b)(iii). Lead Borrower The Borrowers shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, second replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure sum of all Lenders’ Revolving Exposures exceeds the LC Commitment Revolving Commitments then in effect, Lead Borrower the Borrowers shall, immediately after demand, immediately first, repay or prepay the Revolving Borrowings, and second, replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(j), in an amount sufficient to eliminate such excess. (v) In the event that the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit sum of all funds FILO Lenders’ FILO Loans exceeds the FILO Borrowing Base then in such Deposit Account to the Dominion Accounteffect, the Administrative Agent may apply any funds from time shall impose the FILO Borrowing Base Reserve under the Revolving Borrowing Base. (vi) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, the Borrowers shall, without notice or demand, immediately 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 time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after eliminate such application being deposited into the Designated Accountexcess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead the Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead the Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap lesser of (x) the Aggregate Commitments and (y) the Borrowing Base then in effect, after giving effect to such reduction, then Lead the Borrower shall, on the date of such reduction (or, if such reduction is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, within five six Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time exceeds the Line Cap lesser of (i) the Aggregate Commitments or (ii) the Borrowing Base then in effect, Lead the Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, or change in eligibility criteria or standards, within five six Business Days following notice from the Administrative Agentnotice), 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). Lead 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 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead the Borrower shall, immediately after without notice or demand, immediately replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In No later than the event third Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the Administrative Agent delivers a Liquidity Notice as loss payee, of any Net Insurance/Condemnation Proceeds after the Funding Date, the Borrower shall, subject to any bank or other depository Section 3.4 of the Intercreditor Agreement, prepay the outstanding Loans at which any Deposit Account is maintained directing such bank or other depository to remit all funds time in such Deposit Account an aggregate amount equal to the Dominion AccountNet Insurance/Condemnation Proceeds in respect of Revolver Priority Collateral; provided, (A) so long as no Default or Event of Default shall have occurred and be continuing, and (B) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Funding Date through the applicable date of determination do not exceed $10,000,000, the Administrative Agent may apply any funds from time Borrower shall have the option, directly or through one or more of its Subsidiaries, to time on deposit invest such Net Insurance/Condemnation Proceeds in long term assets used or useful in the Dominion Account firstbusiness of the Borrower and its Subsidiaries (including but not limited to Permitted Acquisitions or Investments permitted pursuant to Section 7.02(f) and Section 7.02(q)) within 180 days of receipt thereof (or to the extent commitments to invest such amounts have been entered into by such date, to repay within 90 days thereafter). (vi) No later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from the Retail Facilities Disposition in respect of Revolver Priority Collateral, prepay all Swingline the outstanding Loans and any interest accrued thereonthereon at such time in an aggregate amount equal to such Net Cash Proceeds. (vii) For the avoidance of doubt, and second, repay no prepayment made pursuant to clause (v) or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into (vi) above shall result in a reduction of the Designated AccountAggregate Commitments.

Revolving Loan Prepayments. (i) In the event of the termination of all of the Revolving Commitments, Lead the Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead the Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Revolving Exposures would exceed the Line Cap then in effect, after giving effect to such reduction, then Lead the Borrower shall, on the date of such reduction (or, if such reduction excess is due to the imposition of new Reserves or Reserves, a change in the methodology of calculating existing Reserves, a change in eligibility standards or the occurrence of a Revaluation Date, within five Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time exceeds exceed the Line Cap then in effect, Lead the Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or Reserves, a change in the methodology of calculating existing Reserves, or a change in eligibility criteria standards or standardsthe occurrence of a Revaluation Date, within five Business Days following notice from the Administrative Agentnotice), 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). Lead Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead the Borrower shall, immediately after without notice or demand, immediately replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead Borrower Commitments the Borrowers shall, on the date of such termination, repay or prepay all the of their outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize replace all outstanding Letters of Credit or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(i). (ii) In the event of any partial reduction of the Revolving Commitments, then (Ax) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead Borrower the Borrowers and the Revolving Lenders of the Aggregate sum of the Revolving Exposures after giving effect thereto and (By) if the Aggregate sum of the Revolving Exposures would exceed the Line Cap then in effect, aggregate amount of Revolving Commitments after giving effect to such reduction, then Lead Borrower each of the relevant Borrowers shall, on the date of such reduction (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)reduction, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace outstanding Letters of Credit or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(A)(i) and Section 2.18(B)(i), in an aggregate amount sufficient to eliminate such excess. (iii) In the event that the Aggregate sum of all Lenders’ Revolving Exposures at any time exceeds the Line Cap Revolving Commitments then in effect, Lead Borrower then each of the relevant Borrowers shall, without notice or demand, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or change in eligibility criteria or standards, within five Business Days following notice from the Administrative Agent), 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). Lead Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(A)(i) and Section 2.18(B)(i), in an aggregate amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead Borrower then each of the relevant Borrowers shall, immediately after without notice or demand, immediately replace outstanding Letters of Credit or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j2.18(A)(i) and Section 2.18(B)(i), in an aggregate amount sufficient to eliminate such excess. (v) In the event that the Administrative Agent delivers a Liquidity Notice to any bank sum of all Lenders’ Swingline Exposure exceeds the Swingline Commitment then in effect, then each of the relevant Borrowers shall, without notice or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Accountdemand, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to immediately repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after in an aggregate amount sufficient to eliminate such application being deposited into the Designated Accountexcess.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, Lead the Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory replace all outstanding Letters of Credit and/or deposit an amount equal to the Administrative Agent the LC Exposure in accordance with Section 2.13(j)the LC Collateral Account. (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Lead the Borrower and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap lesser of (x) the Aggregate Commitments and (y) the Borrowing Base then in effect, after giving effect to such reduction, then Lead the Borrower shall, on the date of such reduction (or, if such reduction is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, within five six Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time exceeds the Line Cap lesser of (i) the Aggregate Commitments or (ii) the Borrowing Base then in effect, Lead the Borrower shall, immediately after demand (or, if such overadvance is due to the imposition of a new Reserves Reserve or a change in the methodology of calculating an existing ReservesReserve, or change in eligibility criteria or standards, within five six Business Days following notice from the Administrative Agentnotice), 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). Lead The Borrower shall, first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, Lead the Borrower shall, immediately after without notice or demand, immediately replace or Cash Collateralize cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.

Revolving Loan Prepayments. (i) In the event of the termination of all the Revolving Commitments, the Lead Borrower Borrowers shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to the Administrative Agent the LC Exposure in accordance with Section 2.13(j). (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Lead Borrower Borrowers and the Revolving Lenders of the Aggregate Exposures after giving effect thereto and (B) if the Aggregate Exposures would exceed the Line Cap then in effect, after giving effect to such reduction, then the Lead Borrower Borrowers shall, on the date of such reduction (or, if such reduction is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, within five (5) Business Days following such notice), first, repay or prepay all Swingline Loans, second, repay or prepay Revolving Borrowings, Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (iii) In the event that the Aggregate Exposures at any time (including, without limitation, on any Revaluation Date) exceeds the Line Cap then in effect, the Lead Borrower Borrowers shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, Reserves or a change in eligibility criteria or standards, within five (5) Business Days following notice from the Administrative Agentnotice), 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 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 2.13(j), in an amount sufficient to eliminate such excess. (iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, the Lead Borrower Borrowers shall, immediately after without notice or demand, immediately replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. (v) In the event the Administrative Agent delivers a Liquidity Notice to any bank or other depository at which any Deposit Account is maintained directing such bank or other depository to remit all funds in such Deposit Account to the Dominion Account, the Administrative Agent may apply any funds from time to time on deposit in the Dominion Account first, to repay or prepay all Swingline Loans and any interest accrued thereon, and second, repay or prepay Revolving Borrowings, with any amounts remaining after such application being deposited into the Designated Account.