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

Cash Collateral for Letters of Credit. To the extent that this Agreement or any other Loan Document requires a payment, prepayment or other application of funds to be made with respect to the Revolving Credit Loans, such provision shall be construed as follows: after payment in full of the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower to pay any amount under Section 2.10(b) hereof), and the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the same.

Cash Collateral for Letters of Credit. (a) Cash Collateral for Letter of Credit Exposure in Certain Circumstances. To the extent that this Agreement or any other Loan Document requires a payment, prepayment or other application of funds to be made by the Borrowers with respect to the Revolving Credit Loans, such provision shall be construed as follows: after payment in full of the outstanding Revolving Credit Loans (whether or not such payment would require the any Borrower to pay any amount under Section 2.10(b2.12(b) hereof), ) and the payment in full of all outstanding Letter of Credit Unreimbursed DrawsReimbursement Obligations, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure Usage at such time over the balance of funds in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower Borrowers shall immediately be paid by the Borrower Borrowers to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees Borrowers agree that, without limitation of the foregoing or of any other provisions of this Agreement or the other Loan Documents requiring collateral for the Letters of Credit or other Loan Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or the other Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 8.2 hereof, the Borrower Borrowers shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure Usage at such time over the balance of funds in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the same.

Cash Collateral for Letters of Credit. (a) Cash Collateral for Letter of Credit Exposure following Repayment of Loans. To the extent that this Agreement or any other Loan Document requires a payment, payment or prepayment or other application of funds to be made with respect to the Revolving Credit LoansLoans (whether at maturity, by acceleration or otherwise), such provision shall be construed as follows: after : (i) if the amount of such payment in full or prepayment is less than or equal to the amount of the outstanding Revolving Loans and Letter of Credit Reimbursement Obligations at such time, then such payment or prepayment shall be applied to the payment of principal of and interest on the outstanding Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require the Borrower applicable Account Party to pay any amount under Section 2.10(b) hereof), ; and (ii) if the amount of such payment in full or prepayment is greater than the amount of all outstanding Loans and Letter of Credit Unreimbursed DrawsReimbursement Obligations at such time, then, then (A) such payment or prepayment shall be applied to the extent principal of and interest accrued on the excessoutstanding Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require such Account Party to pay any amount under Section 2.10(b) hereof) and (B) such Account Party shall immediately pay to the Agent cash or cash equivalents for deposit in the Letter of Credit Collateral Account in an amount equal to the amount by which such payment or prepayment exceeds such outstanding Loans and Letter of Credit Reimbursement Obligations; provided, if anyhowever, of that the amount required to be paid under clause (B) shall not exceed the aggregate Letter of Credit Exposure at such time over minus the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure Account at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the sametime.

Cash Collateral for Letters of Credit. To (a) If the extent that this Agreement Lenders holding the majority of the Aggregate Multi-Currency Commitment shall so request at any time and from time to time when an Event of Default has occurred and is continuing or (ii) at any other Loan Document requires time and from time to time when the Required Lenders so request, the Company shall promptly deposit in a paymentcash collateral account opened by and maintained with the Administrative Agent the amount equal to the sum of the aggregate amount of all Undrawn L/C Obligations (the "Deposit Requirement"). The Company further agrees that, prepayment or other application of funds from and after any such request for cash collateralization, the Company will deposit from time to time into such cash collateral account any such additional amounts as shall be necessary to cause the amount on deposit therein to be made with respect not less than the amount of the Deposit Requirement then in effect. (b) The Company hereby grants to the Revolving Credit LoansAdministrative Agent, such provision shall be construed as follows: after payment in full for the ratable benefit of the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower to pay any amount under Section 2.10(b) hereof)Multi-Currency Lenders, and as collateral security for the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent Payment Obligations of the excess, if any, Company on account of the aggregate Letter Letters of Credit Exposure at such Credit, a security interest in all amounts from time over the balance to time held in the Letter of Credit Collateral Account, an amount equal cash collateral account maintained pursuant to paragraph (a) above. At the remainder time of the amount so required to be paid by deposit of any amounts into the Borrower shall immediately be paid by cash collateral account described in subsection 5.8(a) above, the Borrower to Company may grant (i) a first priority Lien on such account and any cash deposits therein in favor of the Administrative Agent (as defined in the Collateral Agency Agreement) for the benefit of the holders of the Bank Obligations and (ii) a second priority Lien on such account and any cash deposits therein in favor of the Note Collateral Agent for deposit the benefit of the holders of the Indenture Obligations (as each such term is defined in the Letter Collateral Agency Agreement). The Administrative Agent and the Lenders shall take such actions or execute or amend such documents as the Company may reasonably request (at the sole expense of Credit Collateral Accountthe Company) to perfect or otherwise give effect to any grant of any Lien described in the preceding sentence. In additionAmounts held in such cash collateral account shall at all times be under the sole dominion and control of the Administrative Agent and the Administrative Agent shall at all times have the exclusive right of withdrawal with respect thereto; provided that the Administrative Agent hereby agrees that it shall withdraw amounts from such cash collateral account only in accordance with the provisions of clauses (c) and (d) below. (c) Following the occurrence and during the continuance of any Event of Default, the Borrower agrees that, without limitation Administrative Agent may apply amounts held in the cash collateral account maintained pursuant to paragraph (a) above to the payment of the foregoing or Payment Obligations on account of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in partsuch order as the Administrative Agent shall elect, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all with any amounts remaining on deposit therein after giving effect to such application on account of the Revolving Letters of Credit Loans become due and payable to be applied pursuant to the terms of the documents evidencing the security interests granted by the Company in such cash collateral account and any deposits therein as contemplated by this Section 8.02 hereof, 5.8. (d) Without diminishing the Borrower shall immediately pay sole dominion and control of the Administrative Agent over amounts from time to the Collateral Agent, for time on deposit in the Letter cash collateral account maintained pursuant to paragraphs (a) and (b) above, the Administrative Agent shall from time to time (upon the request of Credit Collateral Account, an amount equal the Company) promptly return to the excess, if any, Company any amounts on deposit in such cash collateral account which are in excess of the aggregate Letter amount of Credit Exposure at the Deposit Requirement then in effect and, prior to such time over return to the balance in Company, the Letter of Credit Collateral Account. The Administrative Agent shall direct the Collateral Agent to release funds not have any Lien on or security interest in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the sameany such excess amounts.

Cash Collateral for Letters of Credit. (a) Cash Collateral for Letter of Credit Exposure following Repayment of Revolving Credit Loans. To the extent that this Agreement or any other Loan Document requires a payment, payment or prepayment or other application of funds to be made with respect to the Revolving Credit LoansLoans (whether at maturity, by acceleration or otherwise), such provision shall be construed as follows: after : (i) if the amount of such payment in full or prepayment is less than or equal to the amount of the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations at such time, then such payment or prepayment shall be applied to the payment of principal of and interest on the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require the Borrower an Account Party to pay any amount under Section 2.10(b) hereof), ; and (ii) if the amount of such payment in full or prepayment is greater than the amount of all outstanding Revolving Credit Loans and Letter of Credit Unreimbursed DrawsReimbursement Obligations at such time, then, then (A) such payment or prepayment shall be applied to the extent principal of and interest accrued on the excessoutstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require an Account Party to pay any amount under Section 2.10(b) hereof) and (B) the Account Party shall immediately pay to the Agent cash or cash equivalents for deposit in the Letter of Credit Collateral Account in an amount equal to the amount by which such payment or prepayment exceeds the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations; provided, if anyhowever, of that the amount required to be paid under clause (B) shall not exceed the aggregate Letter of Credit Exposure at such time over minus the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure Account at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the sametime.

Cash Collateral for Letters of Credit. To the extent that any provision of this Agreement or any other Loan Document requires a payment, prepayment or other application of funds to be made with respect to the Revolving Credit Loans, such provision shall be construed applied as follows: after payment in full of the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower to pay any amount under Section 2.10(b) hereof2.11(b)), and the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof8.02, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the same.

Cash Collateral for Letters of Credit. To the extent that any provision of this Agreement or any other Loan Document requires a payment, prepayment or other application of funds to be made with respect to the Revolving Credit Loans, such provision shall be construed applied as follows: after payment in full of the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower Borrowers to pay any amount under Section 2.10(b) hereof)), and the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the any Letter of Credit Collateral AccountAccount (as hereinafter defined), an amount equal to the remainder of the amount so required to be paid by the Borrower Borrowers shall immediately be paid by the Borrower Borrowers to the Collateral Agent for deposit in an account (the "Letter of Credit Collateral Account") to be held as collateral for the Borrowers' Letter of Credit Reimbursement Obligation. In addition, the Borrower agrees Borrowers agree that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations Loans in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereofArticle VIII, the Borrower Borrowers shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails Borrowers fail to pay the same.

Cash Collateral for Letters of Credit. (a) Cash Collateral for Letter of Credit Exposure following Repayment of Revolving Credit Loans or Mandatory Prepayments. To the extent that this Agreement or any other Loan Document requires a payment, payment or prepayment or other application of funds to be made with respect to the Revolving Credit LoansLoans (whether at maturity, by acceleration or otherwise), such provision shall be construed as follows: after (i) if the amount of such payment in full or prepayment is less than or equal to the amount of the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations at such time, then such payment or prepayment shall be applied to the payment of principal of and interest on the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require the Borrower Borrowers to pay any amount under Section 2.10(b) hereof), ; and (ii) if the amount of such payment in full or prepayment is greater than the amount of all outstanding Revolving Credit Loans and Letter of Credit Unreimbursed DrawsReimbursement Obligations at such time, then, then (A) such payment or prepayment shall be applied to the extent principal of and interest accrued on the excessoutstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations (whether or not such payment or prepayment would require the Borrowers to pay any amount under Section 2.10(b) hereof) and (B) the Borrowers shall immediately pay to the Agent cash or cash equivalents for deposit in the Letter of Credit Collateral Account in an amount equal to the amount by which such payment or prepayment exceeds the outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations; provided, if anyhowever, of that the amount required to be paid under clause (B) shall not exceed the aggregate Letter of Credit Exposure at such time over minus the balance in the Letter of Credit Collateral Account, an amount equal Account at such time. To the extent that Section 3.13(a)(iii) of this Agreement requires a mandatory prepayment the Borrowers shall immediately pay to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent cash or cash equivalents for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations Account in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, amount by which such mandatory prepayment exceeds the Base Rate Portion of the aggregate Letter of outstanding Revolving Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the sameLoans.

Cash Collateral for Letters of Credit. To the extent that ------------------------------------------ any provision of this Agreement or any other Loan Document requires a payment, prepayment or other application of funds to be made with respect to the Revolving Credit Loans, such provision shall be construed applied as follows: after payment in full of the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower Borrowers to pay any amount under Section 2.10(b) hereof2.07(b)), and the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the any Letter of Credit Collateral AccountAccount (as hereinafter defined), an amount equal to the remainder of the amount so required to be paid by the Borrower Borrowers shall immediately be paid by the Borrower Borrowers to the Collateral Agent Bank for deposit in an account (the "Letter of Credit Collateral Account") to be held as collateral for the Borrowers' Letter of Credit Reimbursement Obligation. In addition, the Borrower agrees Borrowers agree that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Documents requiring collateral for the Letters of Credit or other Obligations Loans in whole or in part, and without limitation of other rights and remedies under this Agreement or the Loan Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereofArticle VIII or upon the Revolving Credit Expiration Date, the Borrower Borrowers shall immediately pay to the Collateral AgentBank, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent Bank shall direct the Collateral Agent to release apply funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails Borrowers fail to pay the same.

Cash Collateral for Letters of Credit. (a) Letter of Credit Collateral Account. If required, the Collateral ----------------------------------- Agent shall maintain in its own name at its Office a deposit account (the "Letter of Credit Collateral Account"), which shall bear interest (added to the deposit balance) in accordance with the Collateral Agent's ordinary practices for deposit accounts of like size and nature, over which the Collateral Agent shall have sole dominion and control, and the Borrower shall have no right to withdraw any funds deposited therein. The Collateral Agent shall deposit into the Letter of Credit Collateral Account such funds as this Agreement or any Related Document requires to be paid therein. As security for the payment of all Obligations, the Borrower hereby grants, conveys, assigns, pledges, transfers to the Collateral Agent, and creates in the Collateral Agent's favor, a continuing Lien on and security interest in, the Letter of Credit Collateral Account, all amounts from time to time on deposit therein, all proceeds of the conversion, voluntary or involuntary, thereof into cash, instruments, securities or other property, and all other proceeds thereof. The Borrower hereby represents, warrants, covenants and agrees that such Lien shall at all times be valid and perfected, prior to all other Liens, and the Borrower shall take or cause to be taken all such actions and execute and deliver all such instruments and documents as may be necessary or, in the Collateral Agent's reasonable judgment, desirable to perfect or protect such Lien. The Borrower shall not create or suffer to exist any Lien on any amount or investment held in the Letter of Credit Collateral Account other than the Lien in favor of the Collateral Agent granted under this Section. (b) Cash Collateral for Letter of Credit Exposure in Certain -------------------------------------------------------- Circumstances. To the extent that this Agreement or any other Loan Related Document ------------- requires a payment, prepayment or other application of funds to be made with respect to the Revolving Credit Loans or Swingline Loans, such provision shall be construed as follows: after payment in full by the Borrower of the outstanding Swingline Loans, the outstanding Revolving Credit Loans (whether or not such payment would require the Borrower to pay any amount under Section 2.10(b) hereof)Loans, and the payment in full of all outstanding Letter of Credit Unreimbursed Draws, then, to the extent of the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account, an amount equal to the remainder of the amount so required to be paid by the Borrower shall immediately be paid by the Borrower to the Collateral Agent for deposit in the Letter of Credit Collateral Account. In addition, the Borrower agrees that, without limitation of the foregoing or of any other provisions of this Agreement or the Loan Related Documents requiring collateral for the Letters of Credit or other Obligations in whole or in part, and without limitation of other rights and or remedies under this Agreement or the Loan Related Documents or at law or in equity, if all of the Revolving Credit Loans become due and payable pursuant to Section 8.02 hereof, the Borrower shall immediately pay to the Collateral Agent, for deposit in the Letter of Credit Collateral Account, an amount equal to the excess, if any, of the aggregate Letter of Credit Exposure at such time over the balance in the Letter of Credit Collateral Account. The Agent shall direct the Collateral Agent to release funds in the Letter of Credit Collateral Account to the Issuing Bank for payment of Letter of Credit Reimbursement Obligations constituting Letter of Credit Unreimbursed Draws, as and when the same become due and payable if and to the extent the Borrower fails to pay the same.