Common use of Repayment of Revolver Loans Clause in Contracts

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

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

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

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