Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Days, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which (1) the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect, (2) the Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect for a period of five consecutive Business Days, or (3) the Corporation shall prepay on such day Aggregate Revolving B Credit Exposure exceeds the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid Total Revolving B Loan Capacity then in fulleffect, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Tranches and between Dollar Revolving Loans and Alternate Currency Canadian Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Canadian Revolving Loans) equal to such excessexcess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (Ix) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency the respective Canadian Revolving Loan Borrower or Borrowers to the Alternate Currency RL Canadian Lenders (rounded up to the nearest integral multiple of Cdn.$100,000Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Canadian Lenders which shall be paid to and applied by the Alternate Currency RL Canadian Lenders, in satisfaction of the obligations to the Alternate Currency RL Canadian Lenders of the respective Alternate Currency Canadian Revolving Loan Borrower or Borrowers in respect of such Bankers’ Banker’s Acceptances, on the maturity date thereof, and (IIy) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (IIx), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) an amount equal to the amount of such excess (less the amount applied pursuant to preceding clauses clause (I) and (IIx)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Banker’s Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate sum of (I) the aggregate outstanding principal amount of Swingline Loans, (II) the aggregate outstanding principal amount of Sterling Swingline Loans (for this purpose, using the Dollar Equivalent thereof), (III) the aggregate outstanding principal amount of Revolving Loans (for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Revolving Loans) and (IV) the aggregate amount of Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of Xxxxxxxx Letter of Credit Outstandings) exceeds the Total Available Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Revolving Loan Borrowers shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, Sterling Swingline Loans and, after the Borrowers shall repay the principal of outstanding Sterling Swingline Loans have been repaid in full, Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Sterling Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency Pounds Sterling made with respect to the Non-Dollar Alternate Currency Sterling Swingline Loans and Sterling Revolving Loans) equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans, Sterling Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Xxxxxxxx Letter of Credit Outstandings Outstandings) exceeds the Total Available Revolving Loan Commitment as then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) Foreign Cash Equivalents equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then in existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if any), as, and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceeds the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Available Revolving Loan Commitment as then in effect.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Borrowers shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ ' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Banker's Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers Corporation to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) an amount equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Banker’s Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date (for this purpose, using the Dollar Equivalent for all Alternate Currency Revolving Loans)), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) (for this purpose, using the Dollar Equivalent for all Swingline Loans denominated in Euros) and (III) the aggregate amount of all the Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent for all Letters of Credit denominated in a currency other than Dollars) exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Borrowers shall prepay repay principal of Swingline Loans (in the case of payments made with respect to Swingline Loans denominated in Euros, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such day the principal of outstanding Swingline Loans denominated in Euros are owing) and, after the all Swingline Loans have been repaid in fullfull or if no Swingline Loans are outstanding, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where in the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and case of payments made with respect to Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purposeLoans, taking the Dollar Equivalent of payments the amounts paid in any Non-Dollar the respective Alternate Currency made with respect to the Non-Dollar in which payments on such Alternate Currency Revolving LoansLoans are owing) in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter all Letters of Credit Outstandings denominated in a currency other than Dollars) exceeds the Total Revolving Loan Commitment as then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent on such date an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on any day on which date the Aggregate Revolving Credit Multicurrency Facility RL Exposure exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Canadian Borrower shall prepay on such day date the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Multicurrency Facility Revolving Loans (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances or B/A Equivalent Notes, as the case may be, have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) ), in an amount (for this purpose, taking in the Dollar Equivalent case of payments in any Non-Dollar Alternate Currency made with respect to the Non-Canadian Dollar Alternate Currency Denominated Revolving Loans, taking the U.S. Dollar Equivalent of the amounts paid in Canadian Dollars in which payments on such Loans are owing) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Multicurrency Facility Revolving Loans (other than Bankers’ ' Acceptance Loans where the underlying Bankers' Acceptances or B/A Equivalent Notes, as referenced in the immediately preceding sentencecase may be, have not matured), the sum of (x) the Face Amount of outstanding Multicurrency Facility Revolving Loans maintained as Bankers’ ' Acceptance Loans (for this purpose, using the U.S. Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans ) plus (for this purpose, using y) the Dollar Equivalent aggregate amount of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Multicurrency Facility Letter of Credit Outstandings exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, (I) the Canadian Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash or Permitted Investments (in Canadian Dollars) equal to the lesser amount of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall excess, such cash or Permitted Investments to be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent held as cash collateral security for the obligations of such Alternate Currency Revolving Loan the Canadian Borrower to the Alternate Currency Multicurrency Facility RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted accepted, and outstanding B/A Equivalent Notes held, by the Alternate Currency Multicurrency Facility RL Lenders and which shall be paid to and applied by the Alternate Currency Multicurrency Facility RL Lenders, in satisfaction of the obligations of the Canadian Borrower to the Alternate Currency Multicurrency Facility RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances' Acceptances and B/A Equivalent Notes, on the respective maturity date dates thereof. If, (II) after giving effect to the extent such excess prepayment of outstanding Multicurrency Facility Revolving Loans and the cash collateralization of the obligations of the Canadian Borrower in respect of outstanding Multicurrency Facility Revolving Loans maintained as Bankers' Acceptance Loans as contemplated by the preceding two sentences, the aggregate amount of the Multicurrency Facility Letter of Credit Outstandings exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the Total Multicurrency Facility Revolving Loan Commitment as then outstanding principal amount of Competitive Bid Loans in effect (for this purposesuch purposes, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (determined as if all outstanding Multicurrency Facility Revolving Loans maintained as Bankers' Acceptance Loans had been repaid in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (IIfull), the respective Borrowers shall Canadian Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents Permitted Investments (in U.S. Dollars or in the respective currencies in which the respective Multicurrency Facility Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Multicurrency Facility Letter of Credit Outstandings at such time), such cash or Cash Equivalents Permitted Investments to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents Canadian Borrower hereunder, in each case, in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. Mandatory repayments of Term Loans shall be required from (a) 100% of the proceeds (net of taxes and costs and expenses in connection with the sale) from asset sales by the Borrower and its subsidiaries (including sales or issuances of equity interests of any subsidiary of the Borrower) in excess of an amount to be agreed but subject to certain ordinary course exceptions and reinvestment rights to be mutually agreed, (b) 100% of the net proceeds from issuances or incurrences of debt (including any Refinancing Facilities (as defined below) but with appropriate exceptions to be mutually agreed) by the Borrower and its subsidiaries, (c) commencing with the first full fiscal year of the Borrower to occur after the Closing Date, 50% (reducing, so long as no default or event of default under the Senior Secured Credit Facilities is in existence, to 25% and 0% based on meeting specified leverage tests to be mutually agreed) of annual Excess Cash Flow (to be defined to the satisfaction of the Administrative Agent and to include, in any event, deductions for certain investments and capital expenditures financed with internally generated cash) of the Borrower and its subsidiaries, with any such required repayment amount to be reduced dollar-for-dollar by the amount of voluntary prepayments of Loans made with internally generated funds during the applicable year (excluding Swingline Loans but including Revolving Loans, solely to the extent commitments under the Revolving Credit Facility are permanently reduced by the amount of such repayments) and (d) 100% of the net proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to certain reinvestment rights and a materiality threshold to be mutually agreed). All mandatory repayments of Term Loans made pursuant to clauses (a) through (d), inclusive, above shall (subject to the immediately succeeding paragraph) apply to reduce future scheduled amortization payments of the Term Loans in direct order of maturity. If the amount of any mandatory repayment which would otherwise be required as provided above exceeds the aggregate principal amount of Term Loans then outstanding, such excess shall be applied to repay Revolving Loans and Swingline Loans. In addition, (i) On if at any day on which time the Aggregate outstandings pursuant to the Revolving Credit Exposure exceeds Facility (including Letter of Credit outstandings and Swingline Loans) exceed the Total aggregate commitments with respect thereto, prepayments of Revolving Loan Commitment as then in effect for a period of five consecutive Business Days, the Corporation shall prepay on such day the principal of outstanding Loans and/or Swingline Loans and, after (and/or the Swingline Loans have been repaid in full, the Borrowers cash collateralization of Letters of Credit) shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) be required in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, excess and (ii) after giving effect to the consummation of the Transaction on the Closing Date, all commitments under the Term Loan Facility (if any) not required to finance the Transaction shall be terminated in their entirety. Any Lender (each, a “Declining Lender”) may elect not to accept any mandatory prepayment pursuant to clause (a), (c) or (d) above. Any prepayment amount declined by a Declining Lender (such declined payment, the “Declined Proceeds”) shall first be applied to the prepayment of all outstanding Swingline Term Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)owed to non-Declining Lenders, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal with any remaining amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal Declined Proceeds after such application to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited retained by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative AgentBorrower.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on any day on which date the Aggregate Revolving Credit Multicurrency Facility RL Exposure exceeds the Applicable Prepayment Percentage of the Total Multicurrency Facility Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation U.S. Borrower shall prepay on such day date the principal of outstanding U.S. Borrower Multicurrency Facility Revolving Loans and/or U.S. Borrower Multicurrency Facility Swingline Loans andLoans, after and/or the Swingline Loans have been repaid in full, the Borrowers Bermuda Borrower shall repay prepay on such date the principal of outstanding Bermuda Borrower Multicurrency Facility Revolving Loans and/or Bermuda Borrower Multicurrency Facility Swingline Loans, in an amount (other than Bankers’ Acceptance in the case of payments made with respect to Euro Denominated Loans, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such Loans where the underlying Bankers’ Acceptances have not yet maturedare owing) equal to such excess (allocated between Domestic Dollar with such repayment of Multicurrency Facility Revolving Loans and Alternate Currency Multicurrency Facility Swingline Loans to be allocated among U.S. Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility Revolving Loans and Bermuda Borrower Multicurrency Facility Swingline Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess). If, after giving effect to the prepayment of all outstanding Multicurrency Facility Swingline Loans and Multicurrency Facility Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Multicurrency Facility Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Applicable Prepayment Percentage of the Total Multicurrency Facility Revolving Loan Commitment as then in effect, the U.S. Borrower agrees (I) an amount equal as to the lesser U.S. Borrower Multicurrency Facility Letters of such excess Credit and U.S. Borrower Bank Guaranties), and the then outstanding Face Amount Bermuda Borrower agrees (as to Bermuda Borrower Multicurrency Facility Letters of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Credit and Bermuda Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (IBank Guaranties), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Multicurrency Facility Letter of Credit Outstandings or Bank Guaranty Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to (x) in the case of the U.S. Borrower, the Multicurrency Facility Letter of Credit Outstandings with respect to U.S. Borrower Multicurrency Facility Letters of Credit and the Bank Guaranty Outstandings with respect to U.S. Borrower Bank Guaranties at such time and (y) in the case of the Bermuda Borrower, the Multicurrency Facility Letter of Credit Outstandings with respect to Bermuda Borrower Multicurrency Facility Letters of Credit and the Bank Guaranty Outstandings with respect to Bermuda Borrower Bank Guaranties at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers U.S. Borrower or the Bermuda Borrower, as the case may be, hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on any day on which date the Aggregate Revolving Credit Multicurrency Facility RL Exposure exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation U.S. Borrower shall prepay on such day date the principal of outstanding U.S. Borrower Multicurrency Facility Revolving Loans and/or U.S. Borrower Multicurrency Facility Swingline Loans andLoans, after and/or the Swingline Loans have been repaid in full, the Borrowers Bermuda Borrower shall repay prepay on such date the principal of outstanding Bermuda Borrower Multicurrency Facility Revolving Loans and/or Bermuda Borrower Multicurrency Facility Swingline Loans, in an amount (other than Bankers’ Acceptance in the case of payments made with respect to Euro Denominated Loans, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such Loans where the underlying Bankers’ Acceptances have not yet maturedare owing) equal to such excess (allocated between Domestic Dollar with such repayment of Multicurrency Facility Revolving Loans and Alternate Currency Multicurrency Facility Swingline Loans to be allocated among U.S. Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility Revolving Loans and Bermuda Borrower Multicurrency Facility Swingline Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess). If, after giving effect to the prepayment of all outstanding Multicurrency Facility Swingline Loans and Multicurrency Facility Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Multicurrency Facility Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, the U.S. Borrower agrees (I) an amount equal as to the lesser U.S. Borrower Multicurrency Facility Letters of such excess Credit and U.S. Borrower Bank Guaranties), and the then outstanding Face Amount Bermuda Borrower agrees (as to Bermuda Borrower Multicurrency Facility Letters of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Credit and Bermuda Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (IBank Guaranties), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Multicurrency Facility Letter of Credit Outstandings or Bank Guaranty Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to (x) in the case of the U.S. Borrower, the Multicurrency Facility Letter of Credit Outstandings with respect to U.S. Borrower Multicurrency Facility Letters of Credit and the Bank Guaranty Outstandings with respect to U.S. Borrower Bank Guaranties at such time and (y) in the case of the Bermuda Borrower, the Multicurrency Facility Letter of Credit Outstandings with respect to Bermuda Borrower Multicurrency Facility Letters of Credit and the Bank Guaranty Outstandings with respect to Bermuda Borrower Bank Guaranties at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers U.S. Borrower or the Bermuda Borrower, as the case may be, hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Revolving Loan Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Canadian Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Canadian Revolving Loans) equal to such excessexcess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d), provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined quarterly on each March 31, June 30, September 30 and December 31 except as otherwise provided in the definition of the term "Dollar Equivalent". If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ ' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (Ix) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency the respective Canadian Revolving Loan Borrower or Borrowers to the Alternate Currency RL Canadian Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted by the Alternate Currency RL Canadian Lenders which shall be paid to and applied by the Alternate Currency RL Canadian Lenders, in satisfaction of the obligations to the Alternate Currency RL Canadian Lenders of the respective Alternate Currency Canadian Revolving Loan Borrower or Borrowers in respect of such Bankers’ Banker's Acceptances, on the maturity date thereof, and (IIy) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (IIx), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) an amount equal to the amount of such excess (less the amount applied pursuant to preceding clauses clause (I) and (IIx)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate sum of the aggregate outstanding principal amount of the Swingline Loans, Revolving Loans (for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Revolving Loans) and the Letter of Credit Exposure Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of Xxxxxxxx Letter of Credit Outstandings) exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Revolving Loan Borrowers shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Sterling Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency Pounds Sterling made with respect to the Non-Dollar Alternate Currency Sterling Revolving Loans) equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Xxxxxxxx Letter of Credit Outstandings Outstandings) exceeds the Total Revolving Loan Commitment as then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount Foreign Cash Equivalents of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if any), and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Revolving Loan Commitment as then in effect.

Mandatory Repayments and Commitment Reductions. (a) (i) On If on any day on which date the Aggregate Revolving Credit Multicurrency Facility RL Exposure exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation U.S. Borrower shall prepay on such day date the principal of outstanding U.S. Borrower Multicurrency Facility Revolving Loans and/or U.S. Borrower Swingline Loans andLoans, after and/or the Swingline Loans have been repaid in full, the Borrowers European Borrower shall repay prepay on such date the principal of outstanding European Borrower Multicurrency Facility Revolving Loans and/or European Borrower Swingline Loans, in an amount (other than Bankers’ Acceptance in the case of payments made with respect to Euro Denominated Loans, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such Loans where the underlying Bankers’ Acceptances have not yet maturedare owing) equal to such excess (allocated between Domestic Dollar with such repayment of Multicurrency Facility Revolving Loans and Alternate Currency Swingline Loans to be allocated among U.S. Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Swingline Loans, European Borrower Multicurrency Facility Revolving Loans and European Borrower Swingline Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess). If, after giving effect to the prepayment of all outstanding Swingline Loans and Multicurrency Facility Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence)Loans, the sum aggregate amount of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, the U.S. Borrower agrees (I) an amount equal as to the lesser U.S. Borrower Letters of such excess Credit), and the then outstanding Face Amount European Borrower agrees (as to European Borrower Letters of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (ICredit), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to (x) in the case of the U.S. Borrower, the Letter of Credit Outstandings with respect to U.S. Borrower Letters of Credit at such time and (y) in the case of the European Borrower, the Letter of Credit Outstandings with respect to European Borrower Letters of Credit at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers U.S. Borrower or the European Borrower, as the case may be, hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (ia)(i) On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Borrowers shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Revolving Loan Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ ' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof)) , Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (Ii) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Paying Agent as cash collateral for the obligations of such the respective Alternate Currency Revolving Loan Borrower or Borrowers to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ ' Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Alternative Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Bankers’ Banker's Acceptances, on the maturity date thereof, (IIii) to the extent such excess exceeds the amount applied pursuant to preceding clause (Ii), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the respective Borrowers to the Administrative Paying Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (IIIiii) to the extent such excess exceeds the amount applied pursuant to preceding clauses (Ii) and (IIii), the respective Borrowers shall pay to the Administrative Paying Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) an amount equal to the amount of such excess (less the amount applied pursuant to preceding clauses (Ii) and (IIii)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Paying Agent) to be established by the Administrative Paying Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) On any day on which the Aggregate sum of the aggregate outstanding principal amount of the Revolving Loans (for this purpose, using the Dollar Equivalent of the outstanding principal or Face Amount, as the case may be, thereof in the case of outstanding Canadian Dollar Revolving Loans) made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Exposure Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Dayseffect, the Corporation Company shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers Company shall repay the principal of outstanding Company Revolving Loans (and/or the Canadian Borrower shall repay the principal of outstanding Canadian Borrower Revolving Loans other than Bankers’ ' Acceptance Loans where the underlying Bankers’ ' Acceptances have not yet matured) matured (with such repayment of Revolving Loans to be allocated between Domestic Dollar Company Revolving Loans and Alternate Currency Canadian Borrower Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ ' Acceptance Loans as referenced in the immediately preceding sentence)) of Non-Defaulting Banks, the sum of the outstanding Bankers’ ' Acceptance Loans of Non-Defaulting Banks (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds exceed the Adjusted Total Revolving Loan Commitment then in effect, (Ii) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ ' Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Canadian Borrower with the Administrative Agent to cash collateralize Bankers' Acceptances in substantially the same manner as cash collateral for the obligations provided in clause (j) of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders Schedule XI and (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (IIii) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (IIi), the respective Borrowers Company shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses clause (I) and (IIi)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers Company to the Non-Defaulting Banks hereunder and under the other Credit Documents in a cash collateral account (and invested which shall permit the investment of funds held therein in Cash Equivalents satisfactory to the Administrative Agent, with remittances of excess funds (including investment income), if any, on deposit in said cash collateral account to be made from time to time in Cash Equivalents selected by time, so long as no Event of Default then exists, on a basis satisfactory to the Administrative Agent) to be established by the Administrative Agent.