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

Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 8.2 or 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative Agent, and to the payment of the unpaid balance of any Loans and all other Obligations. The Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held therein. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Account when and as required to make payments out of the Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers or Lenders; provided, however, that if (i) the Borrower shall have made payment of all Obligations, (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (iii) no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations remain outstanding hereunder, then the Administrative Agent shall repay to the Borrower any remaining amounts held in the Account. Section 8.5.

Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 8.2 or Section 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All such amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent Bank in one or more separate collateral accounts (each such account, and the credit balances, properties properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent Bank (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative AgentBank, and to the payment of the unpaid balance of any Loans and all other ObligationsObligations (and to all Hedging Liability). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held thereinBank. If and when requested by the Borrower, the Administrative Agent Bank shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent Bank is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers or LendersBank; provided, however, that if (i) the if Borrower shall have made payment of all Obligationsobligations required under Section 8.2 or 8.3, (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (iii) so long as no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations or Hedging Liability remain outstanding hereunderoutstanding, then at the Administrative Agent request of Borrower, Bank shall repay release to the Borrower any remaining amounts held in the Collateral Account. Section 8.5.

Collateral for Undrawn Letters of Credit. (a) If and when (w) any Event of Default, other than an Event of Default described in subsections (k) or (l) of Section 8.1, has occurred and is continuing, the payment Borrowers shall, upon demand of the Agent (including at the direction of or with the consent of the Required Lenders), or (x) any Event of Default described in subsections (k) or (l) of Section 8.1 has occurred, or (y) prepayment of the amount available for drawing under any or all outstanding Letters of Credit as required by Section 2.11, Section 2.12 or Section 3.5 hereof; or (z) any Letter of Credit is required under Section 8.2 outstanding on the Revolving Credit Termination Date (whether or 8.3 abovenot any Event of Default has occurred), the Borrower shall forthwith Borrowers shall, without notice or demand from the Agent, either (i) immediately pay to the Agent the full amount required to be so prepaid, of each Letter of Credit to be held by the Administrative Agent as provided in subsection (b) below. below or (bii) All amounts prepaid pursuant to subsection (a) above shall be held by provide a back-up letter of credit for the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any benefit of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Account”) as security for, and for application by the Administrative Agent (Applicable Issuer in a stated amount equal to the extent available) to, full amount of all Letters of Credit then outstanding which letter of credit shall give the reimbursement Applicable Issuer the unconditional right to make drawings thereunder upon receipt of any payment a drawing request under any Letter of Credit then or thereafter made by the Administrative Agent, and otherwise be in form and substance satisfactory to the Applicable Issuer and issued by an issuer satisfactory to the Applicable Issuer in its sole discretion, the Borrowers agreeing to immediately make each such payment or provide such back-up letter of credit and acknowledging and agreeing the Agent and the Applicable Issuers would not have an adequate remedy at law for failure of the unpaid balance of Borrowers to honor any Loans such demand and all other Obligations. The Account shall be held in that the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held therein. If and when requested by the Borrower, the Administrative Agent shall invest funds held in have the Account from time right to time in direct obligations of, require the Borrowers to specifically perform such undertaking whether or obligations not any draws had been made under the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Account when and as required to make payments out of the Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers or Lenders; provided, however, that if (i) the Borrower shall have made payment of all Obligations, (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (iii) no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations remain outstanding hereunder, then the Administrative Agent shall repay to the Borrower any remaining amounts held in the Account. Section 8.5.

Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 8.2 1.9(b) or 8.3 under Section 9.2 or 9.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “"Collateral Account”") as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative Agent, and to the payment of the unpaid balance of any Loans and all other ObligationsObligations (and to all Hedging Liability). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers Lenders, and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held thereinIssuer. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers Issuer, the Administrative Agent or the Lenders; provided, however, that if (i) if the Borrower shall have made payment of all Obligationsobligations referred to in subsection (a) above required under Section 1.9(b) hereof, at the request of the Borrower the Administrative Agent shall release to the Borrower amounts held in the Collateral Account so long as at the time of the release and after giving effect thereto no Default or Event of Default exists, and (ii) if the Borrower shall have made payment of all relevant preference obligations referred to in subsection (a) above required under Section 9.2 or other disgorgement periods relating to the receipt of such payments have passed9.3 hereof, and (iii) so long as no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations or Hedging Liability remain outstanding hereunderoutstanding, then at the request of the Borrower the Administrative Agent shall repay release to the Borrower any remaining amounts held in the Collateral Account. Section 8.5.

Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 2.9(b), Section 2.17, Section 8.2 or Section 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative AgentL/C Issuer, and to the payment of the unpaid balance of any Loans and all other ObligationsObligations (and to all Hedging Liability and Funds Transfer and Deposit Account Liability). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers Lenders, and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held thereinIssuer. If and when requested by the BorrowerXxxxxxxx, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers or Lenders; providedIssuer, however, that if (i) the Borrower shall have made payment of all Obligations, (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (iii) no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations remain outstanding hereunder, then the Administrative Agent shall repay to the Borrower any remaining amounts held in the Account. Section 8.5.or

Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 2.9(b), Section 2.17, Section 8.2 or Section 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative AgentL/C Issuer, and to the payment of the unpaid balance of any Loans and all other ObligationsObligations (and to all Hedging Liability and Funds Transfer and Deposit Account Liability). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers Lenders, and the Lenders. The Borrower hereby grants the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit balances and investments held thereinIssuer. If and when requested by the BorrowerXxxxxxxx, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrower to the Administrative Agent, the L/C Issuers Issuer, Administrative Agent or the Lenders; provided, however, that if (i) the if Borrower shall have made payment of all Obligationsobligations referred to in subsection (a) above required under Section 2.9(b) and Section 2.17, (ii) all relevant preference or other disgorgement periods relating to if any, at the receipt request of such payments have passed, and (iii) no Letters of Credit, Revolving Credit Commitments, Loans, Swingline Loans or other Obligations remain outstanding hereunder, then the Borrower Administrative Agent shall repay release to the Borrower any remaining amounts held in the Account. Section 8.5.Collateral Account so long as at the time of the release and after giving effect thereto no Default or Event of Default