Common use of L/C Cash Collateral Clause in Contracts

L/C Cash Collateral. (a) If (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Section 4.02 or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto as may be satisfactory to the L/C Provider in its sole and absolute discretion. (b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02, Section 4.03(a) or Section 9.18(c)(ii) shall be held by the L/C Provider as collateral to secure the Master Issuer’s Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master 39 Issuer. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over (i) if the Base Indenture and any Series Supplement remain in effect, to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. Section 4.04

L/C Cash Collateral. (a) If (i) If, as of five any date, any Undrawn L/C Face Amounts remain in effect, the Co-Issuers at their option may provide cash collateral (5“Voluntary Cash Collateral”) in an amount equal to all or any part of such Undrawn L/C Face Amounts. Notwithstanding the foregoing, if, as of one (1) Business Days Day prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer Co-Issuers shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Section 4.02 or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements than with respect thereto as may be to Interest Reserve Letters of Credit, make arrangements satisfactory to the L/C Provider in its sole and absolute discretion. (b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02, Section 4.03(a) or Section 9.18(c)(ii) shall be held by discretion with the L/C Provider as collateral to secure (and, if the Master Issuer’s Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of not the L/C Provider)Issuing Bank with respect to such Letter of Credit, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master 39 Issuer. Moneys in such account shall automatically be applied by such L/C Provider Issuing Bank) pursuant to reimburse it for Section 4.04 such that any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and payment in full that remain outstanding as of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over the date that is ten (i10) if the Base Indenture and any Series Supplement remain in effect, Business Days prior to the Trustee Commitment Termination Date shall cease to be deposited into the Collection Account and distributed in accordance with the terms deemed outstanding or to be deemed “Letters of Credit” for purposes of this Agreement as of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. Section 4.04Commitment Termination Date.

L/C Cash Collateral. (a) If (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Section 4.02 or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto as may be satisfactory to the L/C Provider in its sole and absolute discretion. (b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02, Section 4.03(a) or Section 9.18(c)(ii) 4.02 shall be held by the L/C Provider as collateral to secure the Master Issuer’s Co-Issuers’ Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Permitted Investments, which investments shall be made at the written direction, and at the risk and expenseexpense of, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master 39 IssuerCo-Issuers. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C DrawingsDrawings and on a ratable basis among the various applicable sub-classes. Upon expiration of all then-then outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over (i) if the Base Indenture and any Series Supplement remain remains in effect, to the Indenture Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. Section 4.04.

L/C Cash Collateral. (a) If Upon the request of the Administrative Agent, (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Section 4.02 or 9.18(c)(ii)) to if the L/C Provider, to be deposited by the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Provider into a cash collateral account Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the name then Outstanding Amount of all L/C Obligations. Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver L/C Cash Collateral hereunder. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Provider Issuer and the Revolver Lenders, a security interest in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto as may be satisfactory to all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. L/C Provider Cash Collateral shall be maintained in its sole blocked, non-interest bearing deposit accounts at Bank of America. Term Loan Lenders recognize and absolute discretion. (b) All amounts to be deposited in a agree that all cash collateral account pursuant to Section 4.02, Section 4.03(a) or Section 9.18(c)(ii) shall be at any time held by or for the benefit of Administrative Agent, L/C Provider as collateral Issuer or Revolver Lenders to secure the Master Issuer’s Reimbursement performance of L/C Borrowings, Unreimbursed Amounts, L/C Obligations and all other obligations of each Loan Party with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master 39 Issuer. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and obligations of any Defaulting Lender pursuant to Section 2.14 or Section 2.15 (including Fronting Exposure) is intended to serve primarily as collateral for such obligations and that only upon full and final payment in full of all principal of, interest on, expenses related to and fees related to all Unreimbursed Amounts and L/C Drawings, Borrowings and expiration of all Letters of Credit will any balance remaining in of such account shall cash collateral be paid over (i) if the Base Indenture and any Series Supplement remain in effect, available for application to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided other Obligations pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. Section 4.048.03.

L/C Cash Collateral. (a) If Upon the request of the Administrative Agent, (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Section 4.02 or 9.18(c)(ii)) to if the L/C Provider, to be deposited by the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Provider into a cash collateral account Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the name then Outstanding Amount of all L/C Obligations. Sections 2.04 and 8.02(c) set forth certain additional requirements to deliver L/C Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04, Section 2.14 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto Issuer and the Revolver Lenders, as may be satisfactory to collateral for the L/C Provider in its sole and absolute discretion. (b) All amounts to be deposited in a Obligations, cash collateral or deposit account balances pursuant to Section 4.02, Section 4.03(a) or Section 9.18(c)(ii) shall be held by documentation in form and substance satisfactory to the Administrative Agent and the L/C Provider as collateral Issuer (which documents are hereby consented to secure by the Master Issuer’s Reimbursement Obligations with respect to any outstanding Letters Lenders). Derivatives of Creditsuch term have corresponding meanings. The L/C Provider shall have exclusive dominion and controlBorrower hereby grants to the Administrative Agent, including for the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion benefit of the L/C Provider)Issuer and the Revolver Lenders, a security interest in all such deposits shall not bear interest. Interest or profitscash, if any, on such investments shall accumulate in such account deposit accounts and all Taxes on such amounts shall be payable by balances therein and all proceeds of the Master 39 Issuerforegoing. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Term Loan Lenders recognize and agree that all cash collateral at any time held by or for any Unreimbursed the benefit of Administrative Agent, L/C Drawings. Upon expiration Issuer or Revolver Lenders to secure performance of L/C Borrowings, Unreimbursed Amounts, L/C Obligations and all then-outstanding other obligations of each Loan Party with respect to Letters of Credit and obligations of any Defaulting Lender pursuant to Section 2.14 or Section 2.15 (including Fronting Exposure) is intended to serve primarily as collateral for such obligations and that only upon full and final payment in full of all principal of, interest on, expenses related to and fees related to all Unreimbursed Amounts and L/C Drawings, Borrowings and expiration of all Letters of Credit will any balance remaining in of such account shall cash collateral be paid over (i) if the Base Indenture and any Series Supplement remain in effect, available for application to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided other Obligations pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor. Section 4.048.03.