Collateralized Letters of Credit. (i) Pursuant to Section 2.02(b), and subject to Section 2.02(a), the Borrower may decide, prior to the issuance thereof, whether a Letter of Credit will be a Non-Collateralized Letter of Credit or a Collateralized Letter of Credit. (ii) Cash and Eligible Securities provided and pledged to secure a Collateralized Letter of Credit must be held in one or more Collateralized L/C Collateral Accounts, and such Cash and Eligible Securities will be held in such Collateralized L/C Collateral Accounts as collateral for the payment and performance of the Secured Obligations (as defined in the Collateralized L/C Security and Control Agreements). The Administrative Agent will have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateralized L/C Collateral Accounts as provided in the Collateralized L/C Security and Control Agreements. Interest or profits, if any, on Cash and Eligible Securities held in a Collateralized L/C Collateral Account will accumulate in such Collateralized L/C Collateral Account. Cash and the proceeds of Eligible Securities held in Collateralized L/C Collateral Accounts shall be applied by the Administrative Agent to reimburse the Lenders for any drawing under a Collateralized Letter of Credit for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Collateralized Letter of Credit Usage at such time. (iii) If, on the last Business Day of any calendar month, the Collateralized L/C Aggregate Collateral Amount exceeds the Minimum Collateralized L/C Aggregate Collateral Amount, then the Borrower may, within two (2) Business Days after such day, submit a written request to the Administrative Agent for the return of Cash and/or Eligible Securities held in Collateralized L/C Collateral Accounts having Collateralized L/C Collateral Amounts, in the aggregate, equal to or less than such excess and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian(s) to transfer such Cash and/or Eligible Securities to the Borrower; provided that, after giving effect to any such transfer, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the return of, and the Administrative Agent shall have no obligation to instruct any Custodian to transfer, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, in the aggregate, of less than $100,000. (iv) So long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may submit a written request to the Administrative Agent for the substitution of Cash and/or Eligible Securities held in a Collateralized L/C Collateral Account and identified by the Borrower in such written request with Cash and/or Eligible Securities to be held in such Collateralized L/C Collateral Account and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian to (i) receive from the Borrower for deposit to a Collateralized L/C Collateral Account Cash and/or Eligible Securities identified by the Borrower in such written request and (ii) transfer Cash and/or Eligible Securities identified by the Borrower in such written request to the Borrower; provided that, after giving effect to any such substitution, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the substitution of, and the Administrative Agent shall have no obligation to instruct any Custodian to substitute, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, in the aggregate, of less than $100,000. (v) So long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may submit a written request to the Administrative Agent for the investment of cash held in a Collateralized L/C Collateral Account in Cash and/or Eligible Securities to be held in Collateralized L/C Collateral Accounts and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian to invest such cash in Cash and/or Eligible Securities identified by the Borrower in such written request; provided that, after giving effect to any such investment, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the investment of, and the Administrative Agent shall have no obligation to instruct any Custodian to invest, cash having a Collateralized L/C Collateral Amount of less than $100,000. (vi) The Borrower shall at all times cause the Collateralized L/C Aggregate Collateral Amount to equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount at such time. If on any date the Minimum Collateralized L/C Aggregate Collateral Amount exceeds the Collateralized L/C Aggregate Collateral Amount (such excess, a “Collateralized L/C Collateral Deficiency”) (including as a result of any Collateralized L/C Security Invalidity), the Borrower shall, in no event later than the fifth (5th) Business Day immediately following the date on which the Administrative Agent notifies the Borrower of such Collateralized L/C Collateral Deficiency (the “Collateralized L/C Collateral Deficiency Correction Date”), transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount; provided that anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent prior to 10:00 a.m. (New York City time) on the Business Day immediately preceding the Collateralized L/C Collateral Deficiency Correction Date that the Borrower intends to transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount, the Borrower shall be deemed to have given a timely Loan Notice to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Collateralized L/C Collateral Deficiency Correction Date in an amount in Dollars equal to such Collateralized L/C Collateral Deficiency, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Collateralized L/C Collateral Deficiency Correction Date, make Revolving Loans that are Base Rate Loans in the amount of such Collateralized L/C Collateral Deficiency, the proceeds of which shall be transferred directly by the Administrative Agent to a Collateralized L/C Collateral Account; provided, further, if for any reason (including, without limitation, by reason of exceeding the Revolving Commitments) proceeds of Revolving Loans are not received by the Administrative Agent on the Collateralized L/C Collateral Deficiency Correction Date in an amount equal to the amount of such Collateralized L/C Collateral Deficiency, then the Borrower shall, on the Collateralized L/C Collateral Deficiency Correction Date, pay to the Administrative Agent an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date. Upon receipt by the Administrative Agent of an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date, each Letter of Credit that is a Collateralized Letter of Credit on such date shall cease to be a Collateralized Letter of Credit for purposes of this Agreement and the Collateralized L/C Security Documents and shall be a Non-Collateralized Letter of Credit as of such date. Nothing in this Section 2.02(l)(vi) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.02(l)(vi).
Appears in 2 contracts
Samples: Credit Agreement (KKR & Co. Inc.), Credit Agreement (KKR & Co. Inc.)
Collateralized Letters of Credit. (i) Pursuant to Section 2.02(b), and subject to Section 2.02(a), the Borrower may decide, prior to the issuance thereof, whether On any date that a Letter of Credit will be is issued on or after the Second Amendment Effective Date in accordance with Section 2.06, and no more than once in any month, on the date that Borrower delivers a Non-Collateralized Letter Borrowing Base Certificate to the Administrative Agent in accordance with Section 5.01(c), Borrower may deposit an amount in cash in an account with the Administrative Agent in the name of Credit (or a Collateralized Letter for the benefit of) the Administrative Agent and for the benefit of Credit.
the Lenders (iisuch account, the “Designated LC Collateral Account”) Cash and Eligible Securities provided and pledged an amount in cash to secure a Collateralized Letter of Credit must be held in one or more Collateralized L/C Collateral Accounts, and such Cash and Eligible Securities will be held in such Collateralized L/C Collateral Accounts by the Administrative Agent as collateral for the payment and performance of the Secured Obligations (as defined in accordance with the Collateralized L/C Security and Control Agreementsprovisions of this Section 2.06(n) until released in accordance with Section 2.06(n)(ii). The Administrative Agent will shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and Borrower hereby grants the Collateralized L/C Collateral Accounts as provided Administrative Agent a security interest in the Collateralized L/C Security Designated LC Collateral Account for the benefit of the Lenders to secure the payment and Control Agreementsperformance of the Secured Obligations. Other than any interest earned on the investment of such deposits of cash collateral, which investments shall be made at the discretion of the Administrative Agent after consultation with and for the benefit of Borrower in accordance with the account documentation governing the Designated LC Collateral Account, to the extent not applied to the Obligations or any Banking Services Obligations during the continuance of an Event of Default in accordance with Section 2.18 and at the risk and expense of Borrower, such deposits of cash collateral shall not bear interest. Interest or profits, if any, on Cash and Eligible Securities held in a Collateralized L/C Collateral Account will such investments shall accumulate in such Collateralized L/C Designated LC Collateral Account. Cash and the proceeds of Eligible Securities held Moneys in Collateralized L/C such Designated LC Collateral Accounts Account shall be applied by the Administrative Agent to reimburse the Lenders applicable Issuing Bank for any drawing under a LC Disbursements with respect to the applicable Collateralized Letter Letters of Credit for which they have it has not been reimbursed reimbursed, to pay fees with respect to the applicable Collateralized Letters of Credit and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Collateralized Letters of Credit at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with Collateralized LC Exposure representing greater than 50% of the total Collateralized LC Exposure), be applied to satisfy other Secured Obligations.
(ii) (A) On any date that a Collateralized Letter of Credit Usage at such time.
is terminated or cancelled, (iiiB) Ifon any date that the Collateralized LC Exposure for any Collateralized Letter of Credit is reduced, or (C) no more than once in any month, on the last Business Day of any calendar month, the Collateralized L/C Aggregate Collateral Amount exceeds the Minimum Collateralized L/C Aggregate Collateral Amount, then the date that Borrower may, within two (2) Business Days after such day, submit delivers a written request Borrowing Base Certificate to the Administrative Agent in accordance with Section 5.01(c), Borrower may request the return of all or any portion of the cash collateral then on deposit in the Designated LC Collateral Account by delivering a certificate to the Administrative Agent signed by an officer of Borrower (I) describing whether the return of such cash collateral is being requested under clause (A), (B) or (C) of this clause (ii), (II) specifying the amount of such cash collateral to be returned to Borrower and the wire instructions for the return of Cash and/or Eligible Securities held in Collateralized L/C Collateral Accounts having Collateralized L/C Collateral Amountssuch amount, (III) certifying that, both immediately before and immediately after giving effect to such return of cash collateral, no Event of Default or Default shall have occurred and be continuing, (IV) certifying that, immediately after giving effect to such return of cash collateral (x) the LC Exposure shall not exceed $175,000,000 (as such amount may be decreased pursuant to Section 2.09(c)), (y) the aggregate amount of the Credit Extensions at such time shall not exceed the Available Commitments and (z) the result of (A) the aggregate amount of the Credit Extensions at such time minus (B) the amount on deposit in the aggregateDesignated LC Collateral Account at such time (provided that the amount in this clause (B) shall not exceed the Cash Collateral Cap at such time) shall not exceed the lesser of the Available Commitments and the Borrowing Base. For the avoidance of doubt, equal to clause (z) of the immediately preceding sentence shall apply regardless of whether any Letters of Credit constitute Collateralized Letters of Credit or less than such excess and identified by the Borrower in such written request (whether any cash collateral is then on deposit in the manner required by the applicable Collateralized L/C Security and Control Agreement)Designated LC Collateral Account. The Administrative Agent shallFollowing receipt of such certificate, within two (2) Business Days after the date on which the Administrative Agent receives shall promptly return to Borrower the amount of cash collateral requested to be returned in such written request from the Borrower, instruct the applicable Custodian(s) to transfer such Cash and/or Eligible Securities certificate to the Borrowerextent then held in the Designated LC Collateral Account; provided that, after giving effect notwithstanding anything in this Agreement to the contrary, if, at any such transfertime during the immediately preceding 90 days Borrower consummated any transaction requiring satisfaction of the Payment Condition or that required compliance with the Adjusted Excess Availability tests set forth in Section 6.06(l) or Section 6.09(i), the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The then Borrower shall have no right not be permitted to request the return of, and the Administrative Agent shall have no obligation not be required to instruct return, any Custodian to transfer, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, cash collateral in the aggregate, of less than $100,000.
(iv) So long as no Event of Default has occurred and is continuing or would result therefrom, the Designated LC Collateral Account that was required in order to satisfy such tests at such time until Borrower may submit delivers a written request certificate to the Administrative Agent for the substitution signed by an officer of Cash and/or Eligible Securities held in a Collateralized L/C Collateral Account and identified by the Borrower in such written request complying with Cash and/or Eligible Securities to be held in such Collateralized L/C Collateral Account and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian to (i) receive from the Borrower for deposit to a Collateralized L/C Collateral Account Cash and/or Eligible Securities identified by the Borrower in such written request and all other requirements of this clause (ii) transfer Cash and/or Eligible Securities identified by the and certifying that Borrower in can satisfy such written request to the Borrower; provided thattests, after as applicable, without giving effect to any such substitution, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the substitution of, and the Administrative Agent shall have no obligation to instruct any Custodian to substitute, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, in the aggregate, of less than $100,000.
(v) So long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may submit a written request to the Administrative Agent for the investment of cash held in a Collateralized L/C Collateral Account in Cash and/or Eligible Securities collateral requested to be held in Collateralized L/C Collateral Accounts and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the returned to Borrower, instruct the applicable Custodian to invest such cash in Cash and/or Eligible Securities identified by the Borrower in such written request; provided that, after giving effect to any such investment, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the investment of, and the Administrative Agent shall have no obligation to instruct any Custodian to invest, cash having a Collateralized L/C Collateral Amount of less than $100,000.
(vi) The Borrower shall at all times cause the Collateralized L/C Aggregate Collateral Amount to equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount at such time. If on any date the Minimum Collateralized L/C Aggregate Collateral Amount exceeds the Collateralized L/C Aggregate Collateral Amount (such excess, a “Collateralized L/C Collateral Deficiency”) (including as a result of any Collateralized L/C Security Invalidity), the Borrower shall, in no event later than the fifth (5th) Business Day immediately following the date on which the Administrative Agent notifies the Borrower of such Collateralized L/C Collateral Deficiency (the “Collateralized L/C Collateral Deficiency Correction Date”), transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount; provided that anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent prior to 10:00 a.m. (New York City time) on the Business Day immediately preceding the Collateralized L/C Collateral Deficiency Correction Date that the Borrower intends to transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount, the Borrower shall be deemed to have given a timely Loan Notice to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Collateralized L/C Collateral Deficiency Correction Date in an amount in Dollars equal to such Collateralized L/C Collateral Deficiency, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Collateralized L/C Collateral Deficiency Correction Date, make Revolving Loans that are Base Rate Loans in the amount of such Collateralized L/C Collateral Deficiency, the proceeds of which shall be transferred directly by the Administrative Agent to a Collateralized L/C Collateral Account; provided, further, if for any reason (including, without limitation, by reason of exceeding the Revolving Commitments) proceeds of Revolving Loans are not received by the Administrative Agent on the Collateralized L/C Collateral Deficiency Correction Date in an amount equal to the amount of such Collateralized L/C Collateral Deficiency, then the Borrower shall, on the Collateralized L/C Collateral Deficiency Correction Date, pay to the Administrative Agent an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date. Upon receipt by the Administrative Agent of an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date, each Letter of Credit that is a Collateralized Letter of Credit on such date shall cease to be a Collateralized Letter of Credit for purposes of this Agreement and the Collateralized L/C Security Documents and shall be a Non-Collateralized Letter of Credit as of such date. Nothing in this Section 2.02(l)(vi) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.02(l)(vi).
Appears in 1 contract
Collateralized Letters of Credit. (i) Pursuant to Section 2.02(b), and subject to Section 2.02(a), the Borrower may decide, prior to the issuance thereof, whether On any date that a Letter of Credit will be is issued in accordance with Section 2.06, and no more than once in any month, on the date that Borrower delivers a Non-Collateralized Letter Borrowing Base Certificate to the Administrative Agent in accordance with Section 5.01(c), Borrower may deposit an amount in cash in an account with the Administrative Agent in the name of Credit (or a Collateralized Letter for the benefit of) the Administrative Agent and for the benefit of Credit.
the Lenders (iisuch account, the “Designated LC Collateral Account”) Cash and Eligible Securities provided and pledged an amount in cash to secure a Collateralized Letter of Credit must be held in one or more Collateralized L/C Collateral Accounts, and such Cash and Eligible Securities will be held in such Collateralized L/C Collateral Accounts by the Administrative Agent as collateral for the payment and performance of the Secured Obligations (as defined in accordance with the Collateralized L/C Security and Control Agreementsprovisions of this Section 2.06(n) until released in accordance with Section 2.06(n)(ii). The Administrative Agent will shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and Borrower hereby grants the Collateralized L/C Collateral Accounts as provided Administrative Agent a security interest in the Collateralized L/C Security Designated LC Collateral Account for the benefit of the Lenders to secure the payment and Control Agreementsperformance of the Secured Obligations. Other than any SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT interest earned on the investment of such deposits of cash collateral, which investments shall be made at the discretion of the Administrative Agent after consultation with and for the benefit of Borrower in accordance with the account documentation governing the Designated LC Collateral Account, to the extent not applied to the Obligations or any Banking Services Obligations during the continuance of an Event of Default in accordance with Section 2.18 and at the risk and expense of Borrower, such deposits of cash collateral shall not bear interest. Interest or profits, if any, on Cash and Eligible Securities held in a Collateralized L/C Collateral Account will such investments shall accumulate in such Collateralized L/C Designated LC Collateral Account. Cash and the proceeds of Eligible Securities held Moneys in Collateralized L/C such Designated LC Collateral Accounts Account shall be applied by the Administrative Agent to reimburse the Lenders applicable Issuing Bank for any drawing under a LC Disbursements with respect to the applicable Collateralized Letter Letters of Credit for which they have it has not been reimbursed reimbursed, to pay fees with respect to the applicable Collateralized Letters of Credit and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Collateralized Letters of Credit at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with Collateralized LC Exposure representing greater than 50% of the total Collateralized LC Exposure), be applied to satisfy other Secured Obligations.
(ii) (A) On any date that a Collateralized Letter of Credit Usage at such time.
is terminated or cancelled, (iiiB) Ifon any date that the Collateralized LC Exposure for any Collateralized Letter of Credit is reduced, or (C) no more than once in any month, on the last Business Day of any calendar month, the Collateralized L/C Aggregate Collateral Amount exceeds the Minimum Collateralized L/C Aggregate Collateral Amount, then the date that Borrower may, within two (2) Business Days after such day, submit delivers a written request Borrowing Base Certificate to the Administrative Agent in accordance with Section 5.01(c), Borrower may request the return of all or any portion of the cash collateral then on deposit in the Designated LC Collateral Account by delivering a certificate to the Administrative Agent signed by an officer of Borrower (I) describing whether the return of such cash collateral is being requested under clause (A), (B) or (C) of this clause (ii), (II) specifying the amount of such cash collateral to be returned to Borrower and the wire instructions for the return of Cash and/or Eligible Securities held in Collateralized L/C Collateral Accounts having Collateralized L/C Collateral Amountssuch amount, (III) certifying that, both immediately before and immediately after giving effect to such return of cash collateral, no Event of Default or Default shall have occurred and be continuing, (IV) certifying that, immediately after giving effect to such return of cash collateral (x) the LC Exposure shall not exceed $125,000,000 (as such amount may be decreased pursuant to Section 2.09(c)), (y) the aggregate amount of the Credit Extensions at such time shall not exceed the Available Commitments and (z) the result of (A) the aggregate amount of the Credit Extensions at such time minus (B) the amount on deposit in the aggregateDesignated LC Collateral Account at such time (provided that the amount in this clause (B) shall not exceed the Cash Collateral Cap at such time) shall not exceed the lesser of the Available Commitments and the Borrowing Base. For the avoidance of doubt, equal to clause (z) of the immediately preceding sentence shall apply regardless of whether any Letters of Credit constitute Collateralized Letters of Credit or less than such excess and identified by the Borrower in such written request (whether any cash collateral is then on deposit in the manner required by the applicable Collateralized L/C Security and Control Agreement)Designated LC Collateral Account. The Administrative Agent shallFollowing receipt of such certificate, within two (2) Business Days after the date on which the Administrative Agent receives shall promptly return to Borrower the amount of cash collateral requested to be returned in such written request from the Borrower, instruct the applicable Custodian(s) to transfer such Cash and/or Eligible Securities certificate to the Borrowerextent then held in the Designated LC Collateral Account; provided that, after giving effect notwithstanding anything in this Agreement to the contrary, if, at any such transfertime during the immediately preceding 90 days Borrower consummated any transaction requiring satisfaction of the Payment Condition or that required compliance with the Adjusted Excess Availability tests set forth in Section 6.06(l) or Section 6.09(i), the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The then Borrower shall have no right not be permitted to request the return of, and the Administrative Agent shall have no obligation not be required to instruct return, any Custodian to transfer, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, cash collateral in the aggregate, of less than $100,000.
(iv) So long as no Event of Default has occurred and is continuing or would result therefrom, the Designated LC Collateral Account that was required in order to satisfy such tests at such time until Borrower may submit delivers a written request certificate to the Administrative Agent for the substitution signed by an officer of Cash and/or Eligible Securities held in a Collateralized L/C Collateral Account and identified by the Borrower in such written request complying with Cash and/or Eligible Securities to be held in such Collateralized L/C Collateral Account and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement). The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian to (i) receive from the Borrower for deposit to a Collateralized L/C Collateral Account Cash and/or Eligible Securities identified by the Borrower in such written request and all other requirements of this clause (ii) transfer Cash and/or Eligible Securities identified by the and certifying that Borrower in can satisfy such written request to the Borrower; provided thattests, after as applicable, without giving effect to any such substitution, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the substitution of, and the Administrative Agent shall have no obligation to instruct any Custodian to substitute, Cash and/or Eligible Securities having Collateralized L/C Collateral Amounts, in the aggregate, of less than $100,000.
(v) So long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may submit a written request to the Administrative Agent for the investment of cash held in a Collateralized L/C Collateral Account in Cash and/or Eligible Securities collateral requested to be held in Collateralized L/C Collateral Accounts and identified by the Borrower in such written request (in the manner required by the applicable Collateralized L/C Security and Control Agreement)returned to Borrower. The Administrative Agent shall, within two (2) Business Days after the date on which the Administrative Agent receives such written request from the Borrower, instruct the applicable Custodian to invest such cash in Cash and/or Eligible Securities identified by the Borrower in such written request; provided that, after giving effect to any such investment, the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. The Borrower shall have no right to request the investment of, and the Administrative Agent shall have no obligation to instruct any Custodian to invest, cash having a Collateralized L/C Collateral Amount of less than $100,000.
(vi) The Borrower shall at all times cause the Collateralized L/C Aggregate Collateral Amount to equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount at such time. If on any date the Minimum Collateralized L/C Aggregate Collateral Amount exceeds the Collateralized L/C Aggregate Collateral Amount (such excess, a “Collateralized L/C Collateral Deficiency”) (including as a result of any Collateralized L/C Security Invalidity), the Borrower shall, in no event later than the fifth (5th) Business Day immediately following the date on which the Administrative Agent notifies the Borrower of such Collateralized L/C Collateral Deficiency (the “Collateralized L/C Collateral Deficiency Correction Date”), transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount; provided that anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent prior to 10:00 a.m. (New York City time) on the Business Day immediately preceding the Collateralized L/C Collateral Deficiency Correction Date that the Borrower intends to transfer to one or more Collateralized L/C Collateral Accounts Cash and/or Eligible Securities so that the Collateralized L/C Aggregate Collateral Amount shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount, the Borrower shall be deemed to have given a timely Loan Notice to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Collateralized L/C Collateral Deficiency Correction Date in an amount in Dollars equal to such Collateralized L/C Collateral Deficiency, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Collateralized L/C Collateral Deficiency Correction Date, make Revolving Loans that are Base Rate Loans in the amount of such Collateralized L/C Collateral Deficiency, the proceeds of which shall be transferred directly by the Administrative Agent to a Collateralized L/C Collateral Account; provided, further, if for any reason (including, without limitation, by reason of exceeding the Revolving Commitments) proceeds of Revolving Loans are not received by the Administrative Agent on the Collateralized L/C Collateral Deficiency Correction Date in an amount equal to the amount of such Collateralized L/C Collateral Deficiency, then the Borrower shall, on the Collateralized L/C Collateral Deficiency Correction Date, pay to the Administrative Agent an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date. Upon receipt by the Administrative Agent of an amount in Dollars and in same day funds equal to the Collateralized L/C True-Up Amount with respect to all Letters of Credit that are Collateralized Letters of Credit on such date, each Letter of Credit that is a Collateralized Letter of Credit on such date shall cease to be a Collateralized Letter of Credit for purposes of this Agreement and the Collateralized L/C Security Documents and shall be a Non-Collateralized Letter of Credit as of such date. Nothing in this Section 2.02(l)(vi) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.02(l)(vi).SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT
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