Common use of Cash Collateral Call Clause in Contracts

Cash Collateral Call. If any Bank becomes, and during the period it remains, a Defaulting Bank, if any Letter of Credit is at the time outstanding, the applicable Revolving Fronting Bank, may, by notice to the Borrower and such Defaulting Bank through the Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Revolving Fronting Bank (after giving effect to Section 2.03(g)(iv) and any Cash Collateral provided by the Defaulting Bank) in respect of such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect thereof, or to make other arrangements satisfactory to the Agent, and to such Revolving Fronting Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank. In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank, each Revolving Fronting Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Agent, Notices of Borrowing pursuant to Section 2.02 in such amounts and in such times as may be required Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect of such Letter of Credit. If the Borrower, the Agent, each Revolving Fronting Bank agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Bank will cease to be a Defaulting Bank.

Cash Collateral Call. If any Bank Lender becomes, and during the period it remains, a Defaulting BankLender or a Potential Defaulting Lender, if any Letter of Credit Exposure, or Swingline Exposure is at the time outstanding, the applicable Revolving Fronting BankLetter of Credit Issuer and the Swingline Lender, mayas the case may be, may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.14(a)), by notice to the Borrower RailAmerica and such Defaulting Bank Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrower Borrowers to Cash Collateralize the obligations of the Borrower Borrowers to such Revolving Fronting Bank (after giving effect to Section 2.03(g)(iv) the Letter of Credit Issuer and any Cash Collateral provided by the Defaulting Bank) Swingline Lender in respect of such Letter of Credit or Swingline Loan in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Bank Lender or such Potential Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent, and to such Revolving Fronting Bank the Letter of Credit Issuer and the Swingline Lender, in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank. In furtherance Lender or Potential Defaulting Lender; provided that if the Letter of the foregoing, if any Bank becomes, Credit Exposure and during the period it remains, Swingline Exposure of a Defaulting Bank, each Revolving Fronting Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Agent, Notices of Borrowing Lender have been fully reallocated pursuant to Section 2.02 2.14(a) or if any Defaulting Lender shall become a Non-Defaulting Lender pursuant to Section 2.14(f), then any Cash Collateral required of Borrowers in such amounts and in such times as may be required Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of connection with such Defaulting Bank in respect of such Letter of Credit. If the Borrower, the Agent, each Revolving Fronting Bank agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer Lender shall be deemed returned to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Bank will cease to be a Defaulting BankBorrowers.

Cash Collateral Call. If any Bank becomes, and during the period it remains, a Defaulting Bank, if any Letter of Credit is at the time outstanding, the applicable Revolving Fronting Bank, may, by notice to the Borrower and such Defaulting Bank through the Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Revolving Fronting Bank (after giving effect to Section 2.03(g)(iv) and any Cash Collateral provided by the Defaulting Bank) in respect of such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect thereof, or to make other arrangements satisfactory to the Agent, and to such Revolving Fronting Bank in their sole discretion to NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement protect them against the risk of non-payment by such Defaulting Bank. In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank, each Revolving Fronting Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Agent, Notices of Borrowing pursuant to Section 2.02 in such amounts and in such times as may be required to Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect of such Letter of Credit. If the Borrower, the Agent, each Revolving Fronting Bank agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Bank will cease to be a Defaulting Bank.

Cash Collateral Call. If any Bank becomes, and during the period it remains, a Defaulting Bank, if any Letter of Credit is at the time outstanding, the applicable Revolving Fronting Bank, may, by notice to the Borrower and such Defaulting Bank through the Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Revolving Fronting Bank (after giving effect to Section ‎Section 2.03(g)(iv) and any Cash Collateral provided by the Defaulting Bank) in respect of such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect thereof, or to make other arrangements satisfactory to the Agent, and to such Revolving Fronting Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank. In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank, each Revolving Fronting Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Agent, Notices of Borrowing pursuant to Section ‎Section 2.02 in such amounts and in such times as may be required to Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect of such Letter of Credit. If the Borrower, the Agent, each Revolving Fronting Bank agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Bank will cease to be a Defaulting Bank.

Cash Collateral Call. If any Bank becomes, and during the period it remains, a Defaulting Bank, if any Letter of Credit is at the time outstanding, the applicable Revolving Fronting Bank, may, by notice to the Borrower and such Defaulting Bank through the Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Revolving Fronting Bank (after giving effect to Section 2.03(g)(iv) and any Cash Collateral provided by the Defaulting Bank) in respect of such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect thereof, or to make other arrangements satisfactory to the Agent, and to such Revolving Fronting Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank. In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Bank, each Revolving Fronting Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Agent, Notices of Borrowing pursuant to Section 2.02 in such amounts and in such times as may be required Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Bank in respect of such Letter of Credit. If the Borrower, the Agent, each Revolving Fronting Bank agree in writing in their discretion that a Bank that is a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Bank will cease to be a Defaulting Bank.” (i) Section 2.05 is amended by and restated in its entirety to read as follows: (a) Each Tranche A Revolving Credit Loan shall mature, and the principal amount thereof shall be due and payable (together with interest accrued thereon), on the Tranche A Revolving Credit Loan Termination Date, (b) each Tranche B Revolving Credit Loan shall mature, and the principal amount thereof shall be due and payable (together with interest accrued thereon), on the Tranche B Revolving Credit Loan Termination Date, (c) each Initial Term Loan shall mature, and the principal amount thereof shall be due and payable (together with interest accrued thereon), on the Initial Term Loan Termination Date and (d) each Incremental Term Loan shall mature, and the principal amount thereof shall be due and payable (together with interest accrued thereon) on the Incremental Term Loan Termination Date in respect of such Incremental Term Loan Facility.”; (j) Section 2.08 is amended and restated in its entirety to read as follows: (a) The Borrower shall pay to the Agent, for the account of the Tranche A Revolving Credit Loan Banks, ratably in proportion to their Tranche A Revolving Credit Loan Commitments, a commitment fee of ½ of 1% per annum on the daily amount by which the aggregate amount of the Tranche A Revolving Credit Loan Commitments exceeds the aggregate Tranche A Total Outstandings. Such commitment fee shall accrue from and including the Effective Date to but excluding the Tranche A Revolving Credit Loan Termination Date (or earlier date of termination of the Tranche A Revolving Credit Loan Commitments in their entirety). Accrued commitment fees under this Section 2.08(a) shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, the Tranche A Revolving Credit Loan Termination Date and upon the date of termination of the Tranche A Revolving Credit Loan Commitments in their entirety. (b) The Borrower shall pay to the Agent, for the account of the Tranche B Revolving Credit Loan Banks, ratably in proportion to their Tranche B Revolving Credit Loan Commitments, a commitment fee of 1% per annum on the daily amount by which the aggregate amount of the Tranche B Revolving Credit Loan Commitments exceeds the aggregate Tranche B Total Outstandings. Such commitment fee shall accrue from and including the Amendment No. 1 Effective Date to but excluding the Tranche B Revolving Credit Loan Termination Date (or earlier date of termination of the Tranche B Revolving Credit Loan Commitments in their entirety). Accrued commitment fees under this Section 2.08(b) shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, the Tranche A Revolving Credit Loan Termination Date, the Tranche B Revolving Credit Loan Termination Date and upon the date of termination of the Tranche B Revolving Credit Loan Commitments in their entirety.” (k) Section 2.09(b) is amended and restated in its entirety to read as follows: