Common use of Cash Collateral for Letters of Credit Clause in Contracts

Cash Collateral for Letters of Credit. If a Specified Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereof. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s written request and instruction.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, either the Administrative Agent may, and upon request of Required US Lenders or Required Canadian Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Administrative Agent, to be held for the benefit of the L/C Issuer, Agent the Agents and the Lenders entitled thereto, an amount of cash equal to 102105% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, Obligations as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Administrative Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereofCredit. Pending such application, the Appropriate Administrative Agent may (but shall not be obligated to) invest the same in an interest bearing account in such the Administrative Agent’s name, for the benefit of the L/C IssuerIssuers, Agent the Agents and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and the Administrative Agent may, in their discretion, select. If the Specified an Event of Default for which cash collateral or a backstop letter of credit Cash Collateral was required hereunder is cured or waived, waived and no other Specified Event of Default has occurred and is continuing, then the Appropriate Administrative Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit Cash Collateral remaining in its possession upon such Borrower’s written request and instruction.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, this Agreement (or the Aggregate Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereofhereof at a time when Letters of Credit Issued hereunder are outstanding, either Agent may, and upon request of Required US Lenders or Required Canadian Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102105% of the amount of Letter L/C Reimbursement Obligations of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, applicable Borrower as additional collateral security for Obligations in respect of any outstanding Letter of CreditObligations. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect Obligations, subject to the other limitations contained herein including the security principles under Section 11.8. The remaining balance of any the cash collateral will be returned to the applicable Borrowers when all Letters of Credit in respect thereof. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of all of the L/C IssuerBorrowers have been terminated or discharged, Agent all Commitments have been terminated and all Obligations (other than contingent indemnification Obligations to the Lenders entitled thereto, extent no claim giving rise thereto has been asserted and other than Obligations not arising under which deposits are available for immediate withdrawal, this Agreement or the other Loan Documents that at such bank time are no longer secured under the Collateral Documents) have been paid in full in cash or financial institution as otherwise satisfied in accordance with the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s written request and instructionterms hereof.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, continuing or this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by reason, then the terms hereof, either Administrative Agent may, and upon request of Required US Lenders or Required Canadian Lenders, shall, may demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.28.2 hereof), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Administrative Agent, to be held for the benefit of the L/C IssuerAdministrative Agent, Agent the Issuing Bank and the Lenders entitled thereto, an amount of cash equal to 102% of the amount of the Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, Reserve as additional collateral security for the Borrower's Obligations in respect of any outstanding Letter Letters of Credit. The Appropriate Administrative Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Borrower's Obligations in respect of any Letters of Credit in respect thereofCredit, including without limitation to the payment of any or all of the Borrower's reimbursement liabilities to the issuers of such Letters of Credit. Pending such application, the Appropriate Administrative Agent may (but shall not be obligated to) invest the same in an interest bearing account in such the Administrative Agent’s 's name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Administrative Agent may, in their its discretion, select. If , for the Specified Event benefit of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waivedthe Administrative Agent, the Issuing Bank, the Lenders entitled thereto and no other Specified Event of Default has occurred the Borrower, it being agreed that all such interest shall be credited to such account and is continuingthat, then the Appropriate Agent shall promptly return to the applicable Borrower extent the balance in the interest bearing account exceeds the Letter of Credit Reserve, whether as a result of interest earnings or cancellation or expiration of a Letter of Credit or otherwise, all such cash collateral or backstop letter of credit upon such excess shall be promptly paid to the Borrower’s written request and instruction.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, continuing or this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereofreason, either then Agent may, and upon request of Required US Lenders or Required Canadian Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.27.2 hereof), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102103% of the amount of Letter of Credit Obligations, Obligations or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereofCredit. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C IssuerIssuers, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit (to the extent Agent is the beneficiary thereof) upon such Borrower’s written request and instructioninstructions.

Cash Collateral for Letters of Credit. If a Specified Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan CommitmentCommitment of each Lender) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Revolving Lenders or Required Canadian Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ ' Obligations in respect of any Letters of Credit in respect thereof. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s 's name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s 's written request and instruction.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, this Agreement (or the Original Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Original Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102103% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, Obligations as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereofCredit. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If The remaining balance of the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return will be returned to the Borrower or any other Person entitled thereto under applicable Borrower such cash collateral law when all Letters of Credit have been terminated or backstop letter of credit upon such Borrower’s written request discharged, the Aggregate Original Revolving Loan Commitments have been terminated and instructionall Obligations have been indefeasibly paid in full in cash.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, continuing or this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason reason, then the Agent, at the request of Banks holding more than fifty percent (50%) of the Revolving Loan Commitments (or if otherwise required by there are three or fewer Banks holding Revolving Loan Commitments, at the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Lenders, all Banks holding Revolving Loan Commitments) shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.27.2 hereof or upon payment in full of the Term Loans and the Term Loans (Foreign Currency)), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders Banks entitled thereto, an amount of cash equal to 102105% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, Participation Liability (determined in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, accordance with subsection 1.1(c) hereof) as additional collateral security for the Borrower’s Obligations in respect of any outstanding Bank Letter of CreditCredit and Letter of Credit Participation Agreement. The Appropriate Agent may at any time upon notice to the Issuing Bank apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Borrower’s Obligations in respect of any Bank Letters of Credit in respect thereofor Letter of Credit Participation Agreements. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such the Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders Banks entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their its discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s written request and instruction.

Cash Collateral for Letters of Credit. If a Specified an Event of Default has occurred and is continuing, this Agreement (or the Orig inal Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Original Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers Borrower shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102103% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, Obligations as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereofCredit. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If The remaining balance of the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return will be returned to the Borrower or any other Person entitled thereto under applicable Borrower such cash collateral law when all Letters of Credit have been terminated or backstop letter of credit upon such Borrower’s written request discharged, the Aggregate Orig inal Revolving Loan Commitments have been terminated and instructionall Obligations have been indefeasibly paid in full in cash.

Cash Collateral for Letters of Credit. If a Specified Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan CommitmentCommitment of each Lender) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the Appropriate Agent, in either instance, as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereof. Pending such application, the Appropriate Agent may (but shall not be obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s written request and instruction.