LC Collateral Account. (i) The Administrative Agent shall maintain, in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit in the LC Collateral Account shall not be invested. (ii) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent shall release the excess Cash Collateral to the Borrower. (iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 3 contracts
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
LC Collateral Account. (i) The Administrative Agent shall maintain, in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit in the LC Collateral Account shall not be invested.
(ii) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX LX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX LX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent shall release the excess Cash Collateral to the Borrower.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX LX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX LX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 2 contracts
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
LC Collateral Account. (ia) The Administrative Agent shall maintain, in As a condition precedent to the name obligation of the LC Bank to issue Letters of Credit and the obligation of LC Participants to make Participation Advances, the Administrative Agent, on behalf of Seller shall have established the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers Bank and the Lenders) LC Participants. The related Sellers or Administrative Seller, as applicable, shall have exclusive dominion and control, including the exclusive right of withdrawal, over the deposit in such LC Collateral Account. Amounts on deposit :
(i) from and after the Facility Termination Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Amortization Event or a Potential Amortization Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrowerapplicable Seller.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
LC Collateral Account. (ia) The Administrative Agent shall maintain, in As a condition precedent to the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit obligation of the LC Issuers Bank to issue Letters of Credit and the Lenders) obligation of LC Participants to make Participation Advances, the Administrative Seller shall have exclusive dominion and control, including the exclusive right of withdrawal, over established the LC Collateral Account. Amounts on The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account:
(i) pursuant to, but without duplication of, Sections 2.3 and 2.4, from and after the Facility Termination Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Amortization Event or a Potential Amortization Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrowerapplicable Seller.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
LC Collateral Account. (ia) The Administrative Agent shall maintainIf any Letters of Credit are outstanding and undrawn on the Termination Date, in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit in the LC Collateral Account shall not be invested.
(ii) Amounts on deposit in the applicable LC Collateral Account shall be applied funded from Collections (or by other funds available to the Administrative Agent Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof.
(b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that draws on the Letters of Credit which have not been repaid reimbursed by the Borrower Seller or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amountsrepaid from Collections. If at any time the amount of the funds on any Interest and Fee Payment Date deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the XX Xxxx Collateral Termination Date, the balance in Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account in respect of all outstanding Letters of Credit exceeds on such Settlement Date so long as after giving effect to such release and the Required XX Xxxx Collateral Amount as application of such Interest and Fee Payment amounts as Collections on in accordance with Section 1.4 on such Settlement Date, then, unless an Event of Termination, an Advance Suspension the Purchased Interest does not exceed 100% and no Termination Event or a Potential Unmatured Termination Event of Termination shall exist has occurred and be is continuing, the Administrative Agent shall release the excess Cash Collateral to the Borrower.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, . Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be funded in an amount up released to the Required XX Xxxx Collateral Amount pursuant Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 2.07(a)(vi) or Section 2.08(b)(v1.4 (and shall constitute “Collections” for all purposes thereof), as applicable, it being understood that . Any funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminatedexpired, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees fees due with respect to such the Letters of Credit have been paid in full full, and the Final Collection Date this Agreement has occurredbeen terminated, all funds in the LC Collateral Account shall be remitted to the BorrowerSeller.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)
LC Collateral Account. (a) The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account:
(i) The Administrative Agent shall maintainpursuant to, in but without duplication of, Sections 2.3 and 2.4 from and after the name of Facility Termination Date, the Administrative Agent, on behalf of amount necessary to cash collateralize the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, Participation Amount with respect to Cash Collateral deposited in respect all outstanding Letters of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and Credit until the other Facility Documents. The Administrative Agent (for the benefit amount of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees and all “LC Participant Fees” (as defined in the Fee Letter) to accrue thereon through the scheduled expiration of the related Letters of Credit, in each case, as reasonably estimated by the LC Bank;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Amortization Event or a Potential Amortization Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrowerapplicable Seller.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (ia) The If and when required for the purposes hereof or of the other Loan Documents, the Administrative Agent shall maintain, in will establish with respect to the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral Obligors an account (such account the “LC Collateral Account”) at an Eligible Account Bank selected in the name and under the exclusive control of the Administrative Agent (within the meaning of Sections 8-106 and 9-104 of the UCC) into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(d) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for balance from time to time standing to the benefit credit of the LC Issuers and the Lenders) shall have exclusive dominion and controlCollateral Account, including the exclusive right of withdrawalany interest or capital gains on Liquid Investments, over shall remain, or be deposited, in the LC Collateral Account. Amounts All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by any LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account at the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Revolver Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be investedmade until such liquidation has taken place.
(iib) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the LC Collateral Account in the manner specified in Section 9.
(c) Amounts on deposit in the LC Collateral Account shall be applied by invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders orAgent; provided that, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist Default has occurred and be is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall release liquidate any such Liquid Investments and apply or cause to be applied the excess Cash Collateral proceeds thereof to the Borrower.
payment of the Secured Obligations in the manner specified in Section 9. For this purpose, “Liquid Investments” means Temporary Cash Investments of the type described in clauses (iiii) To through (v) of the extent definition thereof; provided that any Letters (x) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (y) in order to provide the Administrative Agent, for the benefit of Credit are outstanding and undrawn on the XX Xxxx Collateral DateSecured Parties, the LC Collateral Account with a perfected security interest therein, each Liquid Investment shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.either:
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
LC Collateral Account. (ia) The Administrative Agent shall maintain, If at any time after Max Re has been required to deposit amounts in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account (or maintain Collateral in the Custody Account”) at an Eligible Account Bank selected by pursuant to Section 2.14, the Administrative Agent into which Cash Collateral shall be deposited as and when required under determines that the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts amount on deposit in the LC Collateral Account shall not be investedor the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Re to deposit, and Max Re shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall.
(iib) Amounts The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Re to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents
(c) Neither Max Re nor any Person claiming on deposit behalf of or through Max Re shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the LC Obligations for which such Collateral has been deposited have been indefeasibly paid in full, the applicable Commitments have been terminated and applicable Letters of Credit have been terminated or expired, at which time any Collateral remaining in the LC Collateral Account shall be applied returned by the Administrative Agent to reimburse Max Re. Notwithstanding the applicable LC Issuer and for fees related to foregoing, in the Letters event that the amount of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance held in the LC Collateral Account in respect of all outstanding Letters of Credit or the Custody Account pursuant to Section 2.14 exceeds the Required XX Xxxx Collateral Amount as amount required to be deposited pursuant thereto, upon request of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuingMax Re, the Administrative Agent shall will release the excess Cash Collateral to the BorrowerCollateral.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (ia) The Administrative Agent shall maintain, If at any time after Max Bermuda has been required to deposit amounts in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account (or maintain Collateral in the Custody Account”) at an Eligible Account Bank selected by pursuant to Section 2.14, the Administrative Agent into which Cash Collateral shall be deposited as and when required under determines that the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts amount on deposit in the LC Collateral Account shall not be investedor the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall.
(iib) Amounts The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents
(c) Neither Max Bermuda nor any Person claiming on deposit behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the LC Obligations for which such Collateral has been deposited have been indefeasibly paid in full, the applicable Commitments have been terminated and applicable Letters of Credit have been terminated or expired, at which time any Collateral remaining in the LC Collateral Account shall be applied returned by the Administrative Agent to reimburse Max Bermuda. Notwithstanding the applicable LC Issuer and for fees related to foregoing, in the Letters event that the amount of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance held in the LC Collateral Account in respect of all outstanding Letters of Credit or the Custody Account pursuant to Section 2.14 exceeds the Required XX Xxxx Collateral Amount as amount required to be deposited pursuant thereto, upon request of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuingMax Bermuda, the Administrative Agent shall will release the excess Cash Collateral to the BorrowerCollateral.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (ia) The Administrative Agent shall maintain, in As a condition precedent to the name obligation of the LC Bank to issue Letters of Credit and the obligation of LC Participants to make Participation Advances, the Administrative Agent, on behalf of Seller shall have established the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers Bank and the Lenders) LC Participants. The related Sellers or Administrative Seller, as applicable, shall have exclusive dominion and control, including the exclusive right of withdrawal, over the deposit in such LC Collateral Account. Amounts on deposit :
(i) from and after the Facility Termination Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 2.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 5.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Amortization Event or a Potential Amortization Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrowerapplicable Seller.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (ia) The Administrative Agent shall maintain, If at any time after Max Bermuda has been required to deposit amounts in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account (or maintain Collateral in the Custody Account”) at an Eligible Account Bank selected by pursuant to Section 2.14, the Administrative Agent into which Cash Collateral shall be deposited as and when required under determines that the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts amount on deposit in the LC Collateral Account shall not be investedor the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall.
(iib) Amounts The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents
(c) Neither Max Bermuda nor any Person claiming on deposit behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the LC Obligations for which such Collateral has been deposited have been indefeasibly paid in full, the applicable Commitments have been terminated and applicable Letters of Credit have been terminated or expired, at which time any Collateral remaining in the LC Collateral Account shall be applied returned by the Administrative Agent to reimburse Max Bermuda. Notwithstanding the applicable LC Issuer and for fees related to foregoing, in the Letters event that the amount of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance held in the LC Collateral Account in respect of all outstanding Letters of Credit or the Custody Account pursuant to Section 2.14 exceeds the Required XX Xxxx Collateral Amount as amount required to be deposited pursuant thereto, upon request of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuingMax Bermuda, the Administrative Agent shall will release the excess Cash Collateral to Collateral. THIS GUARANTY AGREEMENT, dated as of the Borrower.
day of , 20[ ] (iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(vthis “Guaranty”), is made by [NAME OF GUARANTOR], a Bermuda company, (the “Guarantor”), in favor of the Guaranteed Parties (as applicable, it being understood that funds on deposit hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the LC Collateral Account will not be used Credit Agreement referred to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrowerbelow.
Appears in 1 contract
LC Collateral Account. (i) Within 30 Business Days of the Closing Date, the Borrower shall (x) establish an LC Collateral Account with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent (the “LC Collateral Account Bank”) and (y) cause an agreement to be entered into with respect to the LC Collateral Account among the Borrower, the Administrative Agent and the LC Collateral Account Bank that provides, among other things, that the LC Collateral Bank shall solely (and at all times) follow the instructions of the Administrative Agent with respect to such LC Collateral Account (including with respect to the disposition of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) of such LC Collateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be in form and substance satisfactory to the LC Collateral Account Bank in its sole reasonable discretion. The Administrative Agent shall maintain, agrees to reasonably cooperate with the Borrower in the name establishment of such LC Collateral Account. Notwithstanding anything to the contrary herein, only the Administrative Agent shall have the right to withdraw amounts from the LC Collateral Account. The Borrower shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any LC Collateral Account or to direct the LC Collateral Bank with respect to the LC Collateral Account or the monies, instruments and other property from time to time remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account pursuant to the terms of this Agreement before the LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited in the LC Collateral Account for purposes of this Agreement) and, upon the occurrence of the LC Account Establishment, the Administrative Agent shall deposit such funds in the LC Collateral Account.
(ii) The Lenders and the Administrative Agent may deposit into the LC Collateral Account all amounts as contemplated herein.
(iii) If, for any reason, the LC Collateral Account Bank wishes to resign as depositary of the LC Collateral Account or fails to carry out the instructions of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by then the Administrative Agent into which Cash Collateral shall be deposited as and when required under promptly notify the terms of this AgreementLenders. Such deposits shall be held by Neither the Lenders nor the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of shall close the LC Issuers and the Lenders) Collateral Account unless a new deposit account has been established with a new depositary institution whereupon such new account shall have exclusive dominion and control, including the exclusive right of withdrawal, over become the LC Collateral Account. Amounts on deposit in the LC Collateral Account shall not be invested.
(ii) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent shall release the excess Cash Collateral to the Borrower.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Alpha Natural Resources, Inc.)
LC Collateral Account. (ia) The Administrative Agent shall maintain, If at any time after Max Bermuda has been required to deposit amounts in the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account (or maintain Collateral in the Custody Account”) at an Eligible Account Bank selected by pursuant to Section 2.14, the Administrative Agent into which Cash Collateral shall be deposited as and when required under determines that the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts amount on deposit in the LC Collateral Account shall not be investedor the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall.
(iib) Amounts The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents
(c) Neither Max Bermuda nor any Person claiming on deposit behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the LC Obligations for which such Collateral has been deposited have been indefeasibly paid in full, the applicable Commitments have been terminated and applicable Letters of Credit have been terminated or expired, at which time any Collateral remaining in the LC Collateral Account shall be applied returned by the Administrative Agent to reimburse Max Bermuda. Notwithstanding the applicable LC Issuer and for fees related to foregoing, in the Letters event that the amount of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance held in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as amount required to be deposited, upon request of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuingMax Bermuda, the Administrative Agent shall will release the excess Cash Collateral to the BorrowerCollateral.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (i) The Administrative Agent shall maintain, in Issuing Bank is hereby authorized to establish and maintain the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by pursuant to account documentation in form and substance satisfactory to the Administrative Agent into which Cash Collateral Issuing Bank. The Borrower shall deposit or cause to be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over into the LC Collateral Account, from time to time, the XX Xxxx Collateral required to be deposited under Section 1.03(e) hereof. Amounts All amounts on deposit in the XX Xxxx Collateral Account will be under the sole dominion and control of the Issuing Bank, and the Borrower shall not be permitted to withdraw funds from the XX Xxxx Collateral Account at any time without the prior written approval of the Issuing Bank in its sole discretion.
(ii) The Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Issuing Bank a first priority Lien upon the LC Collateral Account and all money, cash or cash equivalents deposited therein from time to time, whether now owned or at any time hereafter acquired by the Borrower or in which the Borrower now has or at any time in the future may acquire any right, title or interest. The Borrower agrees that it shall, at its expense and upon the request of Issuing Bank, duly execute and deliver, or cause to be duly executed and delivered, to the Issuing Bank such LC Documents or further documents, and do and cause to be done such further acts, as may be necessary or proper in the opinion of the Issuing Bank for the attachment, perfection and maintenance of a first priority Lien on the LC Collateral Account in favor of the Issuing Bank.
(iii) The balance from time to time in such LC Collateral Account shall constitute part of the Collateral securing the LC Disbursements and shall not constitute payment of the LC Disbursements until applied as herein provided. Notwithstanding any other provision hereof to the contrary, all amounts held in the LC Collateral Account shall not be invested.
(ii) Amounts on deposit constitute collateral security first for the liabilities in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the respect of Letters of Credit outstanding from time to time and second for any Reimbursement the other Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior owed to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount Issuing Bank hereunder until such time as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent shall release the excess Cash Collateral to the Borrower.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit shall have been reimbursed, terminated and all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with of the liabilities in respect to such of Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrowerfull.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Gulfmark Offshore Inc)
LC Collateral Account. (ia) The There is hereby established with the Administrative Agent shall maintain, an account (the "LC Collateral Account") on the books of The Bank of New York in the name and under the control of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral there shall be deposited as from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and when required under 6.03 of the terms Credit Agreement or any other provision of this Agreementthe Loan Documents. Such deposits shall be held Any income received by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for balance from time to time standing to the benefit credit of the LC Issuers and the Lenders) shall have exclusive dominion and controlCollateral Account, including the exclusive right of withdrawalany interest 135 or capital gains on Liquid Investments, over shall remain, or be deposited, in the LC Collateral Account. Amounts All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (the "Relevant Contingent Exposure") shall become fixed (a "Direct Exposure") as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account at the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be investedmade until such liquidation has taken place.
(iib) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the LC Collateral Account in the manner specified in Section 9.
(c) Amounts on deposit in the LC Collateral Account shall be applied by invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders orAgent, provided that, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist Default has occurred and be is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall release liquidate any such Liquid Investments and apply or cause to be applied the excess Cash Collateral proceeds thereof to the Borrower.
(iii) To payment of the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit Secured Obligations in the LC Collateral Account will not be used to fund draws prior to the Termination Datemanner specified in Section 9. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminatedFor this purpose, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower."Liquid
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
LC Collateral Account. (ia) The There is hereby established with the Administrative Agent shall maintain, an account (the "LC Collateral Account") on the books of The Bank of New York in the name and under the control of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral there shall be deposited as from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and when required under 6.03 of the terms Credit Agreement or any other provision of this Agreementthe Loan Documents. Such deposits shall be held Any income received by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for balance from time to time standing to the benefit credit of the LC Issuers and the Lenders) shall have exclusive dominion and controlCollateral Account, including the exclusive right of withdrawalany interest 140 or capital gains on Liquid Investments, over shall remain, or be deposited, in the LC Collateral Account. Amounts All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (the "Relevant Contingent Exposure") shall become fixed (a "Direct Exposure") as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account at the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be investedmade until such liquidation has taken place.
(iib) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the LC Collateral Account in the manner specified in Section 9.
(c) Amounts on deposit in the LC Collateral Account shall be applied by invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders orAgent, provided that, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist Default has occurred and be is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall release liquidate any such Liquid Investments and apply or cause to be applied the excess Cash Collateral proceeds thereof to the Borrower.
(iii) To payment of the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit Secured Obligations in the LC Collateral Account will not be used to fund draws prior to manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments of the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid type described in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.clauses 10 141
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
LC Collateral Account. (a) The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account:
(i) The Administrative Agent shall maintainpursuant to, in but without duplication of, Sections 2.3 and 2.4 from and after the name of Facility Termination Date, the Administrative Agent, on behalf of amount necessary to cash collateralize the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, Participation Amount with respect to Cash Collateral deposited in respect all outstanding Letters of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and Credit until the other Facility Documents. The Administrative Agent (for the benefit amount of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees and all “LC Participant Fees” (as defined in the Fee Letter) to accrue thereon through the scheduled expiration of the related Letters of Credit, in each case, as reasonably estimated by the LC Bank;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids (if any) in accordance with and subject to the order of priority set forth in Section 2.4. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required hereunder to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrower.
applicable Servicers to satisfy Aggregate Unpaids (iiiif any) To the extent that any Letters of Credit are outstanding in accordance with and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up subject to the Required XX Xxxx Collateral Amount pursuant to order of priority in Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower2.4.
Appears in 1 contract
LC Collateral Account. (ia) The Administrative Agent shall maintain, in As a condition precedent to the name of the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit obligation of the LC Issuers Bank to issue Letters of Credit and the Lenders) obligation of LC Participants to make Participation Advances, the Administrative Seller shall have exclusive dominion and control, including the exclusive right of withdrawal, over established the LC Collateral Account. Amounts on The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account:
(i) pursuant to, but without duplication of, Sections 2.3 and 2.4, from and after the Facility Termination Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account shall not equals 100% of the LC Participation Amount plus the amount of all LC Fees and all “LC Participant Fees” (as defined in the Fee Letter) to accrue thereon through the scheduled expiration of the related Letters of Credit, in each case, as reasonably estimated by the LC Bank;
(ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to be investeddeposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and
(iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6.
(iib) Amounts on deposit in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable LC Issuer and Bank for fees related to the Letters of Credit and for any Reimbursement Obligations that have for which it has not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders reimbursed or, if the Termination Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to satisfy other remaining Aggregate Exposure AmountsUnpaids. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Settlement Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount amount required to be held therein as of such Interest and Fee Payment Settlement Date, then, unless an Event of Termination, an Advance Suspension Amortization Event or a Potential Amortization Event of Termination shall exist and be continuing, the Administrative Agent shall release the such excess Cash Collateral to the Borrowerapplicable Seller.
(iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.
Appears in 1 contract
LC Collateral Account. (ia) The There is hereby established with the Administrative Agent shall maintainan account with account number 8900570277, in with the account name of the Administrative Agent“Foot Locker, on behalf of the Secured Parties, a segregated cash collateral account Inc. L/C Collateral Account (such account the “LC Collateral Account”) at an Eligible Account on the books of The Bank selected of New York (in its capacity as Administrative Agent) into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent into which Cash Collateral shall be deposited as and when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for balance from time to time standing to the benefit credit of the LC Issuers and the Lenders) shall have exclusive dominion and controlCollateral Account, including the exclusive right of withdrawalany interest or capital gains on Liquid Investments, over shall remain, or be deposited, in the LC Collateral Account. Amounts All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account at the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Revolver Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be investedmade until such liquidation has taken place.
(iib) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the LC Collateral Account in the manner specified in Section 9.
(c) Amounts on deposit in the LC Collateral Account shall be applied by invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders orAgent, provided that, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on any Interest and Fee Payment Date prior to the XX Xxxx Collateral Date, the balance in the LC Collateral Account in respect of all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist Default has occurred and be is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall release liquidate any such Liquid Investments and apply or cause to be applied the excess Cash Collateral proceeds thereof to the Borrower.
payment of the Secured Obligations in the manner specified in Section 9. For this purpose, “Liquid Investments” means Temporary Cash Investments of the type described in clauses (iiii) To through (v) of the extent definition thereof; provided that any Letters (x) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (y) in order to provide the Administrative Agent, for the benefit of Credit are outstanding and undrawn on the XX Xxxx Collateral DateSecured Parties, the LC Collateral Account with a perfected security interest therein, each Liquid Investment shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the Final Collection Date has occurred, all funds in the LC Collateral Account shall be remitted to the Borrower.either:
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
