Additional Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the applicable Issuing Lender (with a copy to the Administrative Agent) the Company shall Cash Collateralize such Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.10(a)(iv) and any Cash Collateral provided by such Defaulting Lender).
(a) The Company and, to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of each Issuing Lender, and the Company and, as applicable, such Defaulting Lender, agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and each Issuing Lender as herein provided (other than any Lien described in Section 10.8(a) or (h)), or that the total amount of such Cash Collateral is less than the aggregate Fronting Exposure the Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lenders).
(b) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.9 or Section 2.10 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(c) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.9, and shall promptly be returned to the Company following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determin...
Additional Cash Collateral. Upon termination of this Agreement by Borrower, as permitted herein, in addition to payment of all Obligations which are not contingent, Borrower shall deposit such amount of cash collateral as Lender determines is necessary to secure Lender from loss, cost, damage or expense, including reasonable attorneys' fees, in connection with any open Accommodations or remittance items or other payments provisionally credited to the Obligations and/or to which Lender has not yet received final and indefeasible payment.
Additional Cash Collateral. Without limiting the obligations of the Company under Section 2.16(k), at any time that there shall exist a Defaulting Bank, within two (2) Business Days following the written request of the Administrative Agent or any Issuer (with a copy to the Administrative Agent), the Company shall Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Bank (determined after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by such Defaulting Bank) in an amount not less than the Minimum Collateral Amount.
Additional Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the applicable Issuing Bank (with a copy to the Administrative Agent), the Company shall Cash Collateralize such Issuing Bank’s Defaulting Lender Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.19.1(d) and any Cash Collateral provided by or in respect of such Defaulting Lender).
Additional Cash Collateral. Notwithstanding any provision to the contrary contained in any Operative Document, no Additional Cash Collateral shall be used to pay any amounts owed to LSI as a Tranche A Participant and such Additional Cash Collateral shall be applied pursuant to Paragraph 2.06 without regard to LSI as a Tranche A Participant.
Additional Cash Collateral. Upon any termination of this Agreement by Borrowers as permitted herein, in addition to payment of all Obligations which are not contingent, Borrowers shall deposit such amount of cash collateral as Lender determines is necessary to secure Lender from loss, cost, damage or expense, including reasonable attorneys' fees, in connection with any open Accommodations or remittance items or other payments provisionally credited to the Obligations or with respect to which Lender has not yet received final payment. All other security interests shall be released (and Lender shall promptly take all action necessary to effect such release) upon termination of this Agreement, termination of any commitments of Lender hereunder and full and final payment to Lender of all the Obligations. The unused portion of all sums deposited pursuant to this Section 9.3 shall be promptly returned to Borrowers when any Accommodation terminates, any remittance item or other credited payment is verified, or when Lender receives full and final payment on any provisionally credited amount (as the case may be). In the event that Lender has a reasonable basis to believe that any final payment made to Lender may be subject to contingency or defeasance, or if Lender in its reasonable judgment determines that Lender may be subject to some other contingent liability or expense that is the responsibility of Borrowers hereunder (and not otherwise covered under the first sentence of this Section 9.3), then Lender may, as a condition to the release of security interests hereunder, require the provision of appropriate indemnities, letters of credit, cash collateral or other similar security reasonably acceptable to Lender to cover any such possible defeasance, contingent liability or expense.
Additional Cash Collateral. In the event that after the Commencement Date MBP fails to pay any Rent prior to the funding of the MBP Escrow Account, MBP shall, upon demand by QRS, immediately pay to Escrow Holder an amount equal to the lesser of $4,000,000 or the Minimum Required Deposit Amount (the “Cash Collateral Amount”), which amount shall constitute cash collateral for the payment of Rent and any damages arising from the nonpayment of such Rent. If MBP fails to pay the Cash Collateral Amount to Escrow Holder, QRS may, in addition to any other remedies available to it, retain such amount from the proceeds of any sale of the Adjacent Property pursuant to its exercise of remedies under the Deed of Trust and, after application as set forth below, deposit the remainder with Escrow Holder to be disbursed as provided in Section 5.1 above. The Cash Collateral Amount shall be applied by QRS to the payment of Rent and any damages arising from the nonpayment of Rent hereunder. MBP hereby grants QRS a security interest in all of the Cash Collateral Amount. The Cash Collateral Amount shall be held pursuant hereto and to such other documentation as shall be in form and substance satisfactory to QRS. Nothing contained herein shall limit or modify any of the remedies available to QRS under the Deed of Trust.
Additional Cash Collateral. To the extent that at any time the aggregate amount of then outstanding Letter of Credit Liabilities exceeds the Commitment in effect at such time (but without altering other terms and limitations provided for elsewhere in this Agreement) or the amount of Collateral in the Collateral Account is not equal to or greater than the aggregate amount of then outstanding Letter of Credit Liabilities, the Company shall immediately deposit with Barclays in the Collateral Account additional Collateral in Dollars and in immediately available funds in an amount such that the amount in the Collateral Account is equal to or greater than 105% of the aggregate amount of then outstanding Letter of Credit Liabilities.
Additional Cash Collateral. In addition to any other Collateral, the Borrower shall, as additional security for the Obligations:
a. Contemporaneously with the execution and delivery of this Sixth Amendment, execute and deliver to the Lender the Amendment to Pledge Agreement, which, among other things, shall amend that certain Pledge Agreement dated March 16, 2009 by and between the Borrower and the Lender to include all Obligations within the definition of “Indebtedness” set forth therein.
b. Within three (3) Business Days following the Borrower’s receipt of substantially all of the amounts currently due and outstanding as of the date of this Sixth Amendment from the State of California in connection with Accounts related to (i) the California Highway Patrol, and (ii) the California Department of Transportation, but in no event later than June 15, 2010, deliver to the Lender, in good and collected funds, the sum of One Million and 00/100 Dollars ($1,000,000.00) (the “A/R Cash Pledge”), to be deposited as additional cash collateral in the account pledged to the Lender pursuant to the Pledge Agreement (the “Pledged Account”) and held by the Lender (along with any and all interest thereon, provided that the Lender agrees to release such interest to the Borrower as long as no default or Event of Default has occurred under the Loan Documents and provided that such release will not cause the amount in the Pledged Account to drop below a sum reasonably acceptable to the Lender in its sole and exclusive discretion), until the earlier to occur of (1) full satisfaction and payment by Borrower of all Obligations, or (2) the Lender providing, in a writing signed by the Lender, a release of the A/R Cash Pledge as collateral for the Obligations (it being acknowledged and agreed that the decision by the Lender to provide any such written release shall be made by the Lender in its sole and exclusive discretion and may be withheld by the Lender for any reason or no reason).
c. On or before June 15, 2010, deliver to the Lender, in good and collected funds, the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the “Additional Cash Pledge”), to be deposited as additional cash collateral in the Pledged Account and held by the Lender (along with any and all interest thereon, provided that the Lender agrees to release such interest to the Borrower as long as no default or Event of Default has occurred under the Loan Documents and provided that such release will not cause the amou...
Additional Cash Collateral. The Additional Cash Collateral shall be deposited into an additional collateral account to be maintained by, and under the sole dominion and control of, the Administrative Agent and shall be held by the Administrative Agent as collateral security solely for the L/C Obligations arising with respect to the Mortgage Obligation LCs. The Administrative Agent shall, upon request of the Borrowers, release from such account amounts to satisfy, on a dollar for dollar basis, amounts then due and payable pursuant to the agreements for which the Mortgage Obligation LCs were issued; provided that any such amounts shall only be released to the relevant obligor (and not to the Borrowers)
(i) upon presentation of reasonable evidence that the relevant amounts are then due and payable and (ii) if reasonable notice and wiring instructions to the appropriate third party accounts have been provided to the Administrative Agent. Upon the expiration, termination or cancellation of the Mortgage Obligation LCs, in whole or in part, the Administrative Agent shall promptly release any then-remaining amount of Additional Cash Collateral to the Borrowers.