L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited in furtherance of Section 3.1(b) or Section 3.8. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid as follows: (i) if such cash collateral is delivered to the Administrative Agent by the Borrower pursuant to any of Section 3.1(b), then such interest shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower, and (ii) if such cash collateral is delivered to the Administrative Agent by the Borrower at any time that such cash collateral is not required to be delivered under this Agreement, then such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above).
Appears in 3 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as All amounts required to be deposited in furtherance of by any Credit Party as cash collateral for L/C Obligations pursuant to Section 3.1(b) 5.6 or Section 3.8. Cash collateral 10.1 of the Credit Agreement, any similar provision of any other Credit Document or pursuant to Section 5.04 hereof shall be maintained deposited in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of a Securities Account (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”)) which has been established or will be established and maintained by such Credit Party at the offices of the Collateral Agent or such other bank or other financial institution as such Credit Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Credit Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such L/C Cash Collateral Account duly executed by such Credit Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.06 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the Issuing Lender with respect thereto of a draft presented under any Letter of Credit, the amount of such cash collateral Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be paid as follows: (i) if such cash collateral is delivered to the Administrative Agent withdrawn by the Borrower pursuant to any of Section 3.1(b), then such interest Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Borrower upon Administrative Agent for application pursuant to the Borrower’s requestCredit Agreement, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance Relevant Contingent Exposure shall thereupon be distributed to the Borrower, and (ii) if reduced by such cash collateral is delivered to the Administrative Agent by the Borrower amount. If at any time that the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be withdrawn by the Collateral Agent and paid to the applicable Credit Party or its order. Each Credit Party hereby irrevocably consents and agrees to each such distribution. If an Event of Default shall have occurred and be continuing, the excess of the funds in the L/C Cash Collateral Account over the Relevant Contingent Exposure shall be retained in the L/C Cash Collateral Account and may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.04. If immediately available cash collateral on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Credit Party referred to in this Section 2.05, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Credit Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.05, such distribution shall not be delivered under this Agreement, then made until such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above)liquidation has taken place.
Appears in 2 contracts
Samples: Credit Agreement (Be Aerospace Inc), Security Agreement (Be Aerospace Inc)
L/C Cash Collateral Account. The Borrower hereby grants to If any Event of Default shall occur and be continuing on the Administrative Agent, for Business Day that the benefit of Borrowers receive notice from the Issuing Lenders and the LendersBank, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited in furtherance of Section 3.1(b) or Section 3.8. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this Section 2.12(h), the Borrowers hereby agree to deposit an amount equal to the aggregate amount available at such time to be drawn under the Letters of Credit (such aggregate amount as determined from time to time being the “Required Balance”) in a cash collateral account to be established by PDGL and maintained by such Issuing Lender ( the Administrative Agent pursuant to a Cash Collateral Agreement over which the Administrative Agent shall have sole dominion and control (the “L/C Cash Collateral Account”) in Naira or U.S. Dollars, or both, as the Issuing Bank may require or as the Borrowers may elect subject to the consent of the Issuing Bank, upon terms substantially set forth in such Cash Collateral Agreement. Without limitation of the foregoing provisions of this Section 2.12(h)(i), above (but without duplication), the Borrowers shall maintain at all times in the L/C Cash Collateral Account, in Naira or U.S. Dollars, or both, an amount not less than 10.5% of the Required Balance (such amount, the “Minimum Required Balance”) provided, however, that in no event shall the Minimum Required Balance ever be less than 10.5% of the aggregate Commitments of the Lenders set forth in Schedule I hereto. The Administrative Agent shall, at the Borrowers’ direction and without assuming any risk of loss thereof, invest the funds in the L/C Cash Collateral Account in Cash Equivalents for the account of the Borrowers. All interest and other investment gains earned on such cash collateral investments shall be paid added to the L/C Cash Collateral Account as follows: additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrowers and under and in respect of each Letter of Credit. On (i) the last Business Day of each calendar week, the Administrative Agent or (ii) any other date that the Borrowers, the Administrative Agent or Required Lenders through the Administrative Agent or the Issuing Bank shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account (A) is greater than the Minimum Required Balance or the Required Balance, as the case may be, on such date (the amount of such excess being the “Excess Amount”) or (B) is less than the Minimum Required Balance or the Required Balance, as the case may be, on such date (the amount of such deficit being the “Deficit Amount”). The Administrative Agent shall advise the Borrowers on the date of determination of the existence, if such cash collateral is delivered any, of any Excess Amount or Deficit Amount and thereafter (i) the Borrowers shall immediately upon receipt of notice from the Administrative Agent of the existence of any Deficit Amount, pay to the Administrative Agent by for deposit in the Borrower pursuant L/C Cash Collateral Account or the FX Cash Collateral Account, as the Administrative Agent shall determine, as additional funds to any of Section 3.1(b)be deposited and held in such cash collateral account, then an amount equal to such interest shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower, and Deficit Amount or (ii) if upon request of the Borrowers within five (5) Business Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall release to the Borrowers from the funds on deposit in the L/C Cash Collateral Account an amount equal to such cash collateral Excess Amount provided no Default or Event of Default has occurred and is delivered continuing. If at any time the Administrative Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Issuing Bank or the Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Issuing Bank, the Borrowers will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Administrative Agent Agent, as additional funds to be deposited and held in such L/C Cash Collateral Account, an amount equal to the amount by which the value of such funds to the Lenders and the Issuing Bank has been reduced as determined by the Borrower at any time that such cash collateral is not required to be delivered under this Agreement, then such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above)Administrative Agent.
Appears in 1 contract
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as All amounts required to be deposited in furtherance of by any Loan Party as cash collateral for L/C Obligations pursuant to Section 3.1(b2.05(i) or Section 3.8. Cash collateral 8.02(c) of the Credit Agreement, any similar provision of any other Loan Document or pursuant to Section 5.05 hereof shall be maintained deposited in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of a Securities Account (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”)) established and maintained by such Loan Party at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an account control agreement with respect to such L/C Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All interest cash amounts on such cash collateral deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.09 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall be paid under the sole dominion and control of the Collateral Agent for the benefit of the L/C Issuers and the Revolving Lenders, shall constitute part of the Collateral hereunder and shall not constitute payment of the Senior Credit Obligations until applied thereto as follows: hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (ithe “Relevant Contingent Exposure”) if such cash collateral is delivered to shall become fixed (a “Direct Exposure”) as a result of the Administrative Agent payment by the Borrower pursuant to Issuing Lender with respect thereto of a draft presented under any Letter of Section 3.1(b)Credit, then the amount of such interest Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Borrower upon Administrative Agent for application pursuant to the Borrower’s requestCredit Agreement, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance Relevant Contingent Exposure shall thereupon be distributed to the Borrower, and (ii) if reduced by such cash collateral is delivered to the Administrative Agent by the Borrower amount. If at any time that such cash collateral is not required to the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be delivered under this Agreementcontinuing, then such interest shall be distributed withdrawn by the Collateral Agent and paid to the Borrower (provided that if applicable Loan Party or its order. In addition, funds will be released from the L/C Cash Collateral Account at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied times and in such amounts as provided in clause (iSection 2.05(i) above)of the Credit Agreement. Each Loan Party hereby irrevocably consents and agrees to each such distribution. If an Event of Default shall have occurred and be continuing, the excess of the funds in the L/C Cash Collateral Account over the Relevant Contingent Exposure shall be retained in the L/C Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.05. If immediately available cash on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.07, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.07, such distribution shall not be made until such liquidation has taken place.
Appears in 1 contract
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as All amounts required to be deposited in furtherance of by any Loan Party as cash collateral for L/C Obligations pursuant to Section 3.1(b2.09(b) or Section 3.8. Cash collateral 8.02(c) of the Credit Agreement, any similar provision of any other Finance Document or pursuant to Section 5.04 hereof shall be maintained deposited in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of a Securities Account (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”)) established and maintained by such Loan Party at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such L/C Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.07 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall vest in and be under the sole dominion and control of the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the Issuing Lender with respect thereto of a draft presented under any Letter of Credit, the amount of such cash collateral Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be paid as follows: (i) if such cash collateral is delivered to the Administrative Agent withdrawn by the Borrower pursuant to any of Section 3.1(b), then such interest Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Borrower upon Administrative Agent for application pursuant to the Borrower’s requestCredit Agreement, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance Relevant Contingent Exposure shall thereupon be distributed to the Borrower, and (ii) if reduced by such cash collateral is delivered to the Administrative Agent by the Borrower amount. If at any time that the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Default or Event of Default shall have occurred and be continuing, be withdrawn by the Collateral Agent and paid to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such distribution. If a Default shall have occurred and be continuing, such excess amount shall be retained in the L/C Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.04. If immediately available cash collateral on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.06, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.06, such distribution shall not be delivered under this Agreement, then made until such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above)liquidation has taken place.
Appears in 1 contract
L/C Cash Collateral Account. The Borrower If any Event of Default shall occur and be continuing on the Business Day that the Borrowers receive notice from the Issuing Bank, the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this Section 2.12(h), the Borrowers hereby grants agree to deposit an amount equal to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required aggregate amount available at such time to be deposited in furtherance of Section 3.1(b) or Section 3.8. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon drawn under the earlier of (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued (such aggregate amount as determined from time to time being the “Required Balance”) in a cash collateral account to be established by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender PDGL and maintained by the Administrative Agent pursuant to an account maintained by such Issuing Lender ( a Cash Collateral Agreement over which the Administrative Agent shall have sole dominion and control (the “L/C Cash Collateral Account”) in Naira or U.S. Dollars, or both, as the Issuing Bank may require or as the Borrowers may elect subject to the consent of the Issuing Bank, upon terms substantially set forth in such Cash Collateral Agreement. Without limitation of the foregoing provisions of this Section 2.12(h)(i), above (but without duplication), the Borrowers shall maintain at all times in the L/C Cash Collateral Account, in Naira or U.S. Dollars, or both, an amount not less than 10.5% of the Required Balance (such amount, the “Minimum Required Balance”) provided, however, that in no event shall the Minimum Required Balance ever be less than 10.5% of the aggregate Commitments of the Lenders set forth in Schedule I hereto. The Administrative Agent shall, at the Borrowers’ direction and without assuming any risk of loss thereof, invest the funds in the L/C Cash Collateral Account in Cash Equivalents for the account of the Borrowers. All interest and other investment gains earned on such cash collateral investments shall be paid added to the L/C Cash Collateral Account as follows: additional collateral security for the prompt and complete payment when due of the obligations and liabilities of the Borrowers and under and in respect of the Letter of Credit. On (i) the last Business Day of each calendar week, the Administrative Agent or (ii) any other date that the Borrowers, the Administrative Agent or Required Lenders through the Administrative Agent or the Issuing Bank shall in writing request, the Administrative Agent shall determine whether the amount on deposit on such date in the L/C Cash Collateral Account (A) is greater than the Minimum Required Balance or the Required Balance, as the case may be, on such date (the amount of such excess being the “Excess Amount”) or (B) is less than the Minimum Required Balance or the Required Balance, as the case may be, on such date (the amount of such deficit being the “Deficit Amount”). The Administrative Agent shall advise the Borrowers on the date of determination of the existence, if such cash collateral is delivered any, of any Excess Amount or Deficit Amount and thereafter (i) the Borrowers shall immediately upon receipt of notice from the Administrative Agent of the existence of any Deficit Amount, pay to the Administrative Agent by for deposit in the Borrower pursuant L/C Cash Collateral Account or the FX Cash Collateral Account, as the Administrative Agent shall determine, as additional funds to any of Section 3.1(b)be deposited and held in such cash collateral account, then an amount equal to such interest shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower, and Deficit Amount or (ii) if upon request of the Borrowers within five (5) Business Days of receipt of notice from the Administrative Agent of the existence of any Excess Amount, the Administrative Agent shall release to the Borrowers from the funds on deposit in the L/C Cash Collateral Account an amount equal to such cash collateral Excess Amount provided no Default or Event of Default has occurred and is delivered continuing. If at any time the Administrative Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Issuing Bank or the Lenders, which right or claim could reasonably have the effect of reducing the value of such funds to the Lenders and the Issuing Banks, the Borrowers will, forthwith upon receipt of a demand by the Administrative Agent, pay to the Administrative Agent Agent, as additional funds to be deposited and held in such L/C Cash Collateral Account, an amount equal to the amount by which the value of such funds to the Lenders and the Issuing Bank has been reduced as determined by the Borrower at any time that such cash collateral is not required to be delivered under this Agreement, then such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above)Administrative Agent.
Appears in 1 contract
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited in furtherance of Section 3.1(b) or Section 3.8. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid as follows: (i) if such cash collateral is delivered to the Administrative Agent by the Borrower pursuant to any of Section 3.1(b), then such interest shall be paid to the Borrower upon the Borrower’s request, ; provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower, ; and (ii) if such cash collateral is delivered to the Administrative Agent by the Borrower at any time that such cash collateral is not required to be delivered under this Agreement, then such interest shall be distributed to the Borrower (provided that if at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied as provided in clause (i) above).
Appears in 1 contract
Samples: Credit Agreement (Orbital Atk, Inc.)
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as All amounts required to be deposited in furtherance of by any Loan Party as cash collateral for L/C Obligations pursuant to Section 3.1(b2.09(c) or Section 3.8. Cash collateral 8.02(c) of the Credit Agreement, any similar provision of any other Loan Document or pursuant to Section 5.05 hereof shall be maintained deposited in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of a Securities Account or other account (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”)) established and maintained by such Loan Party at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such L/C Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All interest cash amounts on deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.09 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall vest and be under the sole dominion and control of the Collateral Agent for the benefit of the L/C Issuers and the Revolving Lenders, shall constitute part of the Collateral hereunder and shall not constitute payment of the Credit Obligations until applied thereto as hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the L/C Issuer with respect thereto of a draft presented under any Letter of Credit, the amount of such cash collateral Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be paid as follows: (i) if such cash collateral is delivered to the Administrative Agent withdrawn by the Borrower pursuant to any of Section 3.1(b), then such interest Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Borrower upon Administrative Agent for application pursuant to the Borrower’s requestCredit Agreement, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance Relevant Contingent Exposure shall thereupon be distributed to the Borrower, and (ii) if reduced by such cash collateral is delivered to the Administrative Agent by the Borrower amount. If at any time that such cash collateral is not required to the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be delivered under this Agreementcontinuing, then such interest shall be distributed withdrawn by the Collateral Agent and paid to the Borrower (provided that if applicable Loan Party or its order. In addition, funds will be released from the L/C Cash Collateral Account at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied times and in such amounts as provided in clause (iSection 2.05(i) above)of the Credit Agreement. Each Loan Party hereby irrevocably consents and agrees to each such distribution. If an Event of Default shall have occurred and be continuing, the excess of the funds in the L/C Cash Collateral Account over the Relevant Contingent Exposure shall be retained in the L/C Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Collateral Agent and applied in the manner specified in Section 5.05. If immediately available cash on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.07, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.07, such distribution shall not be made until such liquidation has taken place.
Appears in 1 contract
L/C Cash Collateral Account. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as All amounts required to be deposited in furtherance of by any Loan Party as cash collateral for L/C Obligations pursuant to Section 3.1(b2.09(b) or Section 3.8. Cash collateral 8.02(c) of the Credit Agreement, any similar provision of any other Loan Document or pursuant to Section 5.05 hereof shall be maintained deposited in blocked, interest bearing deposit accounts at Xxxxx Fargo; provided that upon the earlier of a Securities Account (x) termination of this Agreement or (y) the Maturity Date, any cash collateral relating to a Letter of Credit issued by an Issuing Lender other than Xxxxx Fargo shall be transferred on terms satisfactory to such Issuing Lender and the Administrative Agent to an account maintained by such Issuing Lender ( the “L/C Cash Collateral Account”)) established and maintained by such Loan Party at the offices of the Senior Collateral Agent or such other bank or other financial institution as such Loan Party and the Senior Collateral Agent may agree, in the name and under the exclusive control of the Senior Collateral Agent. If the L/C Cash Collateral Account is not maintained at an office of the Senior Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Senior Collateral Agent of the location, account name and account number of such account and shall deliver to the Senior Collateral Agent an Account Control Agreement with respect to such L/C Cash Collateral Account duly executed by such Loan Party and the Securities Intermediary maintaining such L/C Cash Collateral Account. Any income received with respect to the balance from time to time standing to the credit of the L/C Cash Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the L/C Cash Collateral Account. All interest cash amounts on such cash collateral deposit from time to time in the L/C Cash Collateral Account together with any Liquid Investments from time to time made pursuant to Section 2.09 and any other property or assets from time to time deposited in or credited to the L/C Cash Collateral Account shall be paid under the sole dominion and control of the Senior Collateral Agent for the benefit of the L/C Issuers and the Revolving Lenders, shall constitute part of the Collateral hereunder and shall not constitute payment of the Senior Credit Obligations until applied thereto as follows: hereinafter provided. If and when any portion of the L/C Obligations on which any deposit in the L/C Cash Collateral Account was based (ithe “Relevant Contingent Exposure”) if such cash collateral is delivered to shall become fixed (a “Direct Exposure”) as a result of the Administrative Agent payment by the Borrower pursuant to Issuing Lender with respect thereto of a draft presented under any Letter of Section 3.1(b)Credit, then the amount of such interest Direct Exposure (but not more than the amount in the L/C Cash Collateral Account at the time) shall be withdrawn by the Senior Collateral Agent from the L/C Cash Collateral Account and shall be paid to the Borrower upon Administrative Agent for application pursuant to the Borrower’s requestCredit Agreement, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance Relevant Contingent Exposure shall thereupon be distributed to the Borrower, and (ii) if reduced by such cash collateral is delivered to the Administrative Agent by the Borrower amount. If at any time that such cash collateral is not required to the amount in the L/C Cash Collateral Account exceeds the Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be delivered under this Agreementcontinuing, then such interest shall be distributed withdrawn by the Senior Collateral Agent and paid to the Borrower (provided that if applicable Loan Party or its order. In addition, funds will be released from the L/C Cash Collateral Account at any time after such delivery of cash collateral the Borrower would have been required to deliver cash collateral pursuant to any of Section 3.1(b), the interest shall be applied times and in such amounts as provided in clause (iSection 2.05(j) above)of the Credit Agreement. Each Loan Party hereby irrevocably consents and agrees to each such distribution. If an Event of Default shall have occurred and be continuing, the excess of the funds in the L/C Cash Collateral Account over the Relevant Contingent Exposure shall be retained in the L/C Cash Collateral Account and, upon the occurrence and continuation of an Event of Default, may be withdrawn by the Senior Collateral Agent and applied in the manner specified in Section 5.05. If immediately available cash on deposit in the L/C Cash Collateral Account is not sufficient to make any distribution to a Loan Party referred to in this Section 2.07, the Senior Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Cash Collateral Account designated by such Loan Party as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.07, such distribution shall not be made until such liquidation has taken place.
Appears in 1 contract
