Common use of Actions in Respect of Letters of Credit Clause in Contracts

Actions in Respect of Letters of Credit. (a) Upon the date that is ten (10) Business Days prior to the Maturity Date, or at any time after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts required herein, the Borrower shall pay to the Administrative Agent in immediately available funds, at the Administrative Agent’s office referred to in Section 12.1, for deposit in the L/C Cash Collateral Account described in Section 3.1(c), the Dollar Equivalent of the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of (A) 105% of the sum of all outstanding L/C Obligations in respect of Letters of Credit with an expiration date beyond one year after the Scheduled Maturity Date, and (B) 100% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit denominated in a currency other than Dollars, the funds required to be on deposit shall be denominated in such currency. (b) The Administrative Agent may, from time to time after funds are deposited in any L/C Cash Collateral Account, apply funds then held in such L/C Cash Collateral Account to the payment of any amounts, in accordance with the terms herein, as shall have become or shall become due and payable by the Borrower to the Issuing Lenders or Lenders in respect of the L/C Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as of the Maturity Date, any Letter of Credit may for any reason remain outstanding that is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing Lender.

Actions in Respect of Letters of Credit. (a) Upon the date that is ten (10) Business Days prior to the Maturity Date, --------------------------------------- Revolving Credit Termination Date or at any time after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts as required hereinby Section 2.9, the Borrower Borrowers shall pay to the Administrative Agent in immediately available funds, funds at the Administrative Agent’s 's office referred to in Section 12.111.8, for deposit in a cash collateral account (the "L/C Cash Collateral Account described Account") to be maintained with and in Section 3.1(c), the Dollar Equivalent name of the Administrative Agent on behalf of the Lenders at such place as shall be designated by the Administrative Agent, an amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of equal to (Aa) 105110% of the sum of all outstanding L/C Obligations in respect of Letters Letter of Credit with an expiration date beyond one year after the Scheduled Maturity Date, Obligations which are denominated in Dollars and (Bb) 100125% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit (if any) which are denominated in a currency currencies other than Dollars, the funds required to be on deposit shall be denominated in such currency. (b) . The Administrative Agent may, from time to time after funds are deposited in any the L/C Cash Collateral Account, apply funds then held in such the L/C Cash Collateral Account to the payment of any amounts, in accordance with the terms hereinSection 2.13(f), as shall have become or shall become due and payable by the Borrower Borrowers to the Issuing Lenders Issuers or the Lenders in respect of the L/C Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the Maturity Date, funds held in the L/C Cash Collateral Account at any Letter time prior to the termination of all outstanding Letters of Credit may for any reason remain and the payment in full of all then outstanding that is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing Lenderpayable monetary Obligations.

Actions in Respect of Letters of Credit. (a) Upon the date that is ten (10) Business Days prior to the Maturity Date, or If at any time the Revolving Credit Commitments or Letter of Credit Term Loan Commitments terminate while any Letters of Credit are outstanding or any Event of Default shall have occurred and be continuing, the Borrowers shall (i) within two Business Days after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts required hereinoccurrence thereof, the Borrower shall pay to the Administrative Agent in immediately available funds, funds at the Administrative Agent’s office referred to in Section 12.110.8, for deposit in the L/C Cash Collateral Account described in Section 3.1(c)a cash collateral account, the Dollar Equivalent of the an amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of (A) 105equal to 102.5% of the sum of all outstanding L/C Letter of Credit Obligations or (ii) if the Requisite Lenders consent thereto, within such period as the Requisite Lenders shall specify, make such other arrangements in respect of outstanding Letters of Credit with an expiration date beyond one year after as shall be acceptable to the Scheduled Maturity Date, and (B) 100% of the sum of all other outstanding L/C ObligationsRequisite Lenders; provided, however, that the obligation provisions of this Section 8.3 shall not apply to provide the foregoing cash collateral hereunder may, at the option Letters of the Borrower Credit and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that Obligations with respect to any outstanding L/C Obligations arising under Letters of Credit denominated in a currency other than Dollars, which cash collateral has been provided to the funds required applicable Issuer pursuant to be on deposit shall be denominated in such currency. (b) The Administrative Agent may, from time to time after funds are deposited in any L/C Cash Collateral Account, apply funds then Section 2.3(k). Amounts held in such L/C Cash Collateral Account cash collateral account shall be invested at the Administrative Borrower’s direction in cash or U.S. Treasury securities and shall be applied by the Administrative Agent to the payment of any amountsReimbursement Obligations. The unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied in accordance with the terms herein, as shall have become or shall become due and payable by the Borrower to the Issuing Lenders or Lenders in respect of the L/C ObligationsSection 2.11(f). The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as Promptly after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Maturity Date, any Letter of Credit may for any reason remain outstanding that is partially or wholly undrawnBorrowers hereunder and under the Notes shall have been paid in full, the Borrower may back-stop balance, if any, in such Letter of Credit with a new letter of credit in form and substance acceptable cash collateral account shall be returned to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing LenderBorrowers.

Actions in Respect of Letters of Credit. At any time (ai) Upon upon the date that is ten (10) Business Days prior to the Maturity Revolving Credit Termination Date, or at any time (ii) after the Maturity Revolving Credit Termination Date when the aggregate funds on deposit in cash collateral accounts securing the L/C Cash Collateral Accounts Letter of Credit Obligations shall be less than 105% of the amounts Letter of Credit Obligations, or (iii) as may be required hereinby Section 2.9(c) or (d) (Mandatory Prepayments), the Borrower Borrowers shall pay to the Administrative Agent in immediately available funds, at funds to an account directed by the Administrative Agent’s 's office referred to in Section 12.111.8 (Notices, Etc.), for deposit in a cash collateral account to secure the L/C Cash Collateral Account described Letter of Credit Obligations, (x) in Section 3.1(c)the case of clauses (i) and (ii) above, the Dollar Equivalent of the amount in Dollars required so such that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of (A) 105% of the sum of all outstanding L/C Obligations in respect of Letters of Credit with an expiration date beyond one year after the Scheduled Maturity Date, and (B) 100% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit Obligations and (y) in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters the case of Credit denominated in a currency other than Dollarsclause (iii) above, the funds amount required to be on deposit shall be denominated in such currency. by Section 2.9(c) or (bd) (Mandatory Prepayments). The Administrative Agent may, from time to time after funds are deposited in any L/C Cash Collateral Account, apply funds then held in such L/C Cash Collateral Account to the payment of any amounts, in accordance with the terms hereinSection 2.9(c) or (d) (Mandatory Prepayments) and Section 2.13(g) (Payments and Computations), as shall have become or shall become due and payable by the Borrower Borrowers to the Issuing Lenders Issuers or Lenders in respect of the L/C Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as of the Maturity Date, any Letter of Credit may for any reason remain outstanding that is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing Lender.

Actions in Respect of Letters of Credit. (a) Upon --------------------------------------- the date that is ten (10) Business Days prior to the Maturity Date, Revolving Credit Termination Date or at any time after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts as required hereinby Section 2.9, the Borrower Borrowers shall pay to the Administrative Agent in immediately available funds, funds at the Administrative Agent’s 's office referred to in Section 12.111.8, for deposit in a cash collateral account (the "L/C Cash Collateral Account described Account") to be maintained with and in Section 3.1(c), the Dollar Equivalent name of the Administrative Agent on behalf of the Revolving Credit Lenders at such place as shall be designated by the Administrative Agent, an amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of equal to (Aa) 105110% of the sum of all outstanding L/C Obligations in respect of Letters Letter of Credit with an expiration date beyond one year after the Scheduled Maturity Date, Obligations which are denominated in Dollars and (Bb) 100125% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit (if any) which are denominated in a currency currencies other than Dollars, the funds required to be on deposit shall be denominated in such currency. (b) . The Administrative Agent may, from time to time after funds are deposited in any the L/C Cash Collateral Account, apply funds then held in such the L/C Cash Collateral Account to the payment of any amounts, in accordance with the terms hereinSection 2.13(f), as shall have become or shall become due and payable by the Borrower Borrowers to the Issuing Lenders Issuers or the Revolving Credit Lenders in respect of the L/C Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the Maturity Date, funds held in the L/C Cash Collateral Account at any Letter time prior to the termination of all outstanding Letters of Credit may for any reason remain and the payment in full of all then outstanding that is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing Lenderpayable monetary Obligations.

Actions in Respect of Letters of Credit. (a) Upon the date that is ten (10) Business Days prior to the Maturity Date, Termination Date or at any time after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts as required hereinby Section 2.17(b), the Borrower Company shall pay to the Administrative Agent in immediately available funds, funds at the Administrative Agent’s 's office referred to in Section 12.111.2, for deposit in a special interest-bearing cash collateral account (the "L/C Cash Collateral Account") to be maintained with and in the name of the Administrative Agent on behalf of the Secured Parties at such place as shall be designated by the Administrative Agent, an amount equal to the sum of all outstanding Letter of Credit Obligations less the then balance, if any, in the L/C Cash Collateral Account. (b) The Company hereby pledges, and grants to the Administrative Agent a Lien on all of its right, title and interest in and to all funds held in the L/C Cash Collateral Account described in Section 3.1(c)from time to time, and all proceeds thereof, as security for the Dollar Equivalent of the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of (A) 105% of the sum payment of all outstanding L/C Obligations in respect of Letters of Credit with an expiration date beyond one year after amounts due and to become due from the Scheduled Maturity Date, Company to the Lenders and (B) 100% of the sum of all other outstanding L/C Obligations; provided, however, that Issuers under the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit denominated in a currency other than Dollars, the funds required to be on deposit shall be denominated in such currencyLoan Documents. (bc) The Administrative Agent may, from time to time after funds are deposited in any the L/C Cash Collateral Account, apply funds then held in such the L/C Cash Collateral Account to the payment of any amounts, in accordance with such order as the terms hereinAdministrative Agent may elect, as shall have become or shall become due and payable by the Borrower Company to the Issuing Lenders Issuers or Lenders in respect of the L/C Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as . (d) Neither the Company nor any Person claiming on behalf of or through the Company shall have any right to withdraw any of the Maturity Date, funds held in the L/C Cash Collateral Account at any Letter time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. (e) The Company agrees that it will not (i) sell or otherwise dispose of any interest in the L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any Lien upon or with respect to the L/C Cash Collateral Account or any funds held therein, except as provided in or contemplated by this Agreement. (f) The Administrative Agent may exercise, in its sole discretion, in respect of the L/C Cash Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Administrative Agent may, without notice except as specified below, sell the L/C Cash Collateral Account or any reason remain outstanding that part thereof in one or more sales, at public or private sale, at any of the Administrative Agent's offices or elsewhere, for cash, or credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Company of the time and place of any public sale or the time after which any private sale is partially to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of the L/C Cash Collateral Account, regardless of notice of sale having been given. The Administrative Agent may adjourn any public or wholly undrawnprivate sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (g) Any cash held in the L/C Cash Collateral Account, and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the L/C Cash Collateral Account or any of the assets contained therein, may, in the discretion of the Administrative Agent, then or at any time thereafter be applied (after all payments provided for in Subsection 8.3(c), the Borrower may back-stop such Letter expiration of all outstanding Letters of Credit with a new letter and the payment of credit any amounts payable pursuant to Section 11.4) in form whole or in part by the Administrative Agent against all or any part of the other Obligations in such order as the Administrative Agent shall elect. Any surplus of such cash or cash proceeds held by the Administrative Agent and substance acceptable remaining after the indefeasible cash payment in full of all of the Obligations shall be paid over to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution Company or institutions acceptable to the applicable Issuing Lenderwhomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of Letters of Credit. (a) Upon the date that is ten (10) Business Days prior to the Maturity Date, Revolving Credit Termination Date or at any time after the Maturity Date when the aggregate funds on deposit in the L/C Cash Collateral Accounts shall be less than the amounts as required hereinby Section 2.9, the Borrower Borrowers shall pay to the Administrative Agent in immediately available funds, funds at the Administrative Agent’s office referred to in Section 12.111.8, for deposit in a cash collateral account (the “L/C Cash Collateral Account described Account”) to be maintained with and in Section 3.1(c), the Dollar Equivalent name of the Administrative Agent on behalf of the Lenders at such place as shall be designated by the Administrative Agent, an amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds the sum of equal to (Aa) 105110% of the sum of all outstanding L/C Obligations in respect of Letters Letter of Credit with an expiration date beyond one year after the Scheduled Maturity Date, Obligations which are denominated in Dollars and (Bb) 100125% of the sum of all other outstanding L/C Obligations; provided, however, that the obligation to provide the foregoing cash collateral hereunder may, at the option of the Borrower and as agreed to by the applicable Issuing Lender, be satisfied by providing, for the benefit of the applicable Issuing Lender, a Letter of Credit in form and substance and issued by a financial institution acceptable to such Issuing Lender; provided, further, that with respect to any outstanding L/C Obligations arising under Letters of Credit (if any) which are denominated in a currency currencies other than Dollars, the funds required to be on deposit shall be denominated in such currency. (b) . The Administrative Agent may, from time to time after funds are deposited in any the L/C Cash Collateral Account, apply funds then held in such the L/C Cash Collateral Account to the payment of any amounts, in accordance with the terms hereinSection 2.13(f), as shall have become or shall become due and payable by the Borrower Borrowers to the Issuing Lenders Issuers or the Lenders in respect of the L/C Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application. If, as Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the Maturity Date, funds held in the L/C Cash Collateral Account at any Letter time prior to the termination of all outstanding Letters of Credit may for any reason remain and the payment in full of all then outstanding that is partially or wholly undrawn, the Borrower may back-stop such Letter of Credit with a new letter of credit in form and substance acceptable to the applicable Issuing Lender and issued under any replacement credit facility entered into by the Borrower with a financial institution or institutions acceptable to the applicable Issuing Lenderpayable monetary Obligations.