Common use of Letter of Credit Cash Collateral Clause in Contracts

Letter of Credit Cash Collateral. If any Bank is a Defaulting Bank, then each Issuing Bank may, by notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to (i) deliver to the Administrative Agent, for the account of the Issuing Bank, cash collateral in an amount equal to such Defaulting Bank’s Pro Rata Share (prior to any reduction of the amount of such Bank’s Commitments as provided in this Section 3.8) of the undrawn principal amount of all Letters of Credit issued by the Issuing Bank for the account of the Borrower (the “Reserve Amount”) or (ii) make other arrangements reasonably satisfactory to the Issuing Bank to assure that such Defaulting Bank will reimburse the Issuing Bank for its Pro Rata Share of all Reimbursement Obligations. If any Defaulting Bank fails to provide cash collateral or make other arrangements as required by this subsection 3.8(f), the Administrative Agent may in its discretion retain as cash collateral all amounts otherwise payable to such Defaulting Bank under this Agreement until the Administrative Agent has retained an amount equal to the Reserve Amount. Any such cash collateral (A) shall be held by the Administrative Agent pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agent, and (B) if at any time such Defaulting Bank becomes obligated to reimburse the Administrative Agent any Reimbursement Obligations, shall be applied (to the extent required) by the Administrative Agent to such reimbursement. Upon the expiration, termination or reduction in amount of any applicable Letter of Credit (or upon termination of such Defaulting Bank’s Commitments), the Administrative Agent shall release to such Defaulting Bank (or such other Person as may be entitled thereto) any cash collateral held by the Administrative Agent in excess of the Reserve Amount. In the event that the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then, the LC Exposure of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold the Revolving Credit Loans in accordance with its Pro-Rata Share. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law) against any Bank which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement.

Letter of Credit Cash Collateral. If any Bank is a Defaulting Bank, then each the Issuing Bank may, by notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to (i) deliver to the Administrative Agent, for the account of the Issuing Bank, cash collateral in an amount equal to such Defaulting Bank’s Pro Rata Share (prior to any reduction of the amount of such Bank’s Commitments as provided in this Section 3.8subsection 3.8(d), below) of the undrawn principal amount of all Letters of Credit issued by the Issuing Bank for the account of the Borrower (the “Reserve Amount”) or (iib) make other arrangements reasonably satisfactory to the Issuing Bank to assure that such Defaulting Bank will reimburse the Issuing Bank for its Pro Rata Share of all Reimbursement Obligations. If any Defaulting Bank fails to provide cash collateral or make other arrangements as required by this subsection 3.8(f3.8(c), the Administrative Agent may in its discretion retain as cash collateral all amounts otherwise payable to such Defaulting Bank under this Agreement until the Administrative Agent has retained an amount equal to the Reserve Amount. Any such cash collateral (A) shall be held by the Administrative Agent pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agent, and (B) if at any time such Defaulting Bank becomes obligated to reimburse the Administrative Agent any Reimbursement Obligations, shall be applied (to the extent required) by the Administrative Agent to such reimbursement. Upon the expiration, termination or reduction in amount of any applicable Letter of Credit (or upon termination of such Defaulting Bank’s Commitments), the Administrative Agent shall release to such Defaulting Bank (or such other Person as may be entitled thereto) any cash collateral held by the Administrative Agent in excess of the Reserve Amount. In the event that the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then, the LC Exposure of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold the Revolving Credit Loans in accordance with its Pro-Rata Share. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law) against any Bank which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement.

Letter of Credit Cash Collateral. If 6.14 If, notwithstanding the provisions of this Clause 6 (Utilisation of the Revolving Facility) and Clause 29 (Term and Termination) any Bank Letter of Credit or Guarantee is a Defaulting Bankoutstanding upon the termination of this Agreement, then upon such termination each Issuing Bank mayBorrower shall deposit with the Security Trustee, by notice at its discretion, with respect to such Defaulting Bank each Letter of Credit or Guarantee then outstanding, in its favour and at its request either: 6.14.1 a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent and the Administrative AgentSecurity Trustee, require such Defaulting Bank to (i) deliver issued by an issuer satisfactory to the Administrative Lenders in an amount equal to the greatest amount for which such Letter of Credit may be drawn (or, as the case may be, the maximum contingent liability under such Letter of Credit or Guarantee) together with all fees, expenses and charges in respect thereof (together the “maximum liability”) under which Supporting Letter of Credit the Security Trustee is entitled to draw amounts necessary to reimburse the Issuer (through the Agent, ) for payments made by the account Issuer under such Letter of the Issuing Bank, Credit or Guarantee; or 6.14.2 cash collateral in an amount equal to such Defaulting Bank’s Pro Rata Share (prior maximum liability. Such Supporting Letter of Credit or deposit of cash shall be held by the Security Trustee as security for, and to any reduction of provide for the amount of such Bank’s Commitments as provided in this Section 3.8) of payment of, the undrawn principal aggregate face amount of all Letters of Credit issued or, as the case may be, the aggregate maximum contingent liability under all Guarantees, remaining outstanding. 6.15 Authorisation 6.15.1 Subject to the provisions of this Clause 6.15 (Agent Loans), the Agent is hereby authorised by each Borrower and the Issuing Bank for Lenders, from time to time in the account Agent’s reasonable discretion, after the occurrence of a Default or an Event of Default which is continuing unremedied or unwaived or at any time that any of the other conditions to the making available of any Loans hereunder have not been satisfied (and provided in any such case that it is impractical to contact the Lenders), to make Alternative Rate Revolving Loans (but in any event not to exceed the Available Facility) to a Borrower on behalf of the Lenders which the Agent, in its reasonable business judgement, deems necessary or desirable (the “Reserve Amount”i) to preserve or protect any Collateral, (ii) make other arrangements reasonably satisfactory to enhance the Issuing Bank to assure that such Defaulting Bank will reimburse likelihood of, or maximise the Issuing Bank for its Pro Rata Share of all Reimbursement Obligations. If any Defaulting Bank fails to provide cash collateral or make other arrangements as required by this subsection 3.8(f)amount of, the Administrative Agent may in its discretion retain as cash collateral all amounts otherwise payable to such Defaulting Bank under this Agreement until the Administrative Agent has retained an amount equal to the Reserve Amount. Any such cash collateral (A) shall be held by the Administrative Agent pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agent, and (B) if at any time such Defaulting Bank becomes obligated to reimburse the Administrative Agent any Reimbursement Obligations, shall be applied (to the extent required) by the Administrative Agent to such reimbursement. Upon the expiration, termination or reduction in amount of any applicable Letter of Credit (or upon termination of such Defaulting Bank’s Commitments), the Administrative Agent shall release to such Defaulting Bank (or such other Person as may be entitled thereto) any cash collateral held by the Administrative Agent in excess of the Reserve Amount. In the event that the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then, the LC Exposure of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold the Revolving Credit Loans in accordance with its Pro-Rata Share. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower repayment of any of its rights the Outstandings or remedies (whether in equity or lawiii) against to pay any Bank which fails other amount chargeable to fund any of its Loans hereunder at the time or in the amount required that Borrower pursuant to be funded under the terms of this Agreement, including without limitation any costs, fees and expenses (any such Alternative Rate Revolving Loan described in this Clause 6.15 (Agent Loans) being an “Agent Loan”).

Letter of Credit Cash Collateral. If any Bank is a Defaulting Bank, then each Issuing Bank may, by notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to (i) deliver to the Administrative Agent, for the account of the Issuing Bank, cash collateral in an amount equal to such Defaulting Bank’s Pro Rata Share (prior to any reduction of the amount of such Bank’s Commitments as provided in this Section 3.8) of the undrawn principal amount of all Letters of Credit issued by the Issuing Bank for the account of the Borrower (the “Reserve Amount”) or (ii) make other arrangements reasonably satisfactory to the Issuing Bank to assure that such Defaulting Bank will reimburse the Issuing Bank for its Pro Rata Share of all Reimbursement Obligations. If any Defaulting Bank fails to provide cash collateral or make other arrangements as required by this subsection 3.8(f), the Administrative Agent may in its discretion retain as cash collateral all amounts otherwise payable to such Defaulting Bank under this Agreement until the Administrative Agent has retained an amount equal to the Reserve Amount. Any such cash collateral (A) shall be held by the Administrative Agent pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agent, and (B) if at any time such Defaulting Bank becomes obligated to reimburse the Administrative Agent any Reimbursement Obligations, shall be applied (to the extent required) by the Administrative Agent to such reimbursement. Upon the expiration, termination or reduction in amount of any applicable Letter of Credit (or upon termination of such Defaulting Bank’s Commitments), the Administrative Agent shall release to such Defaulting Bank (or such other Person as may be entitled thereto) any cash collateral held by the Administrative Agent in excess of the Reserve Amount. In the event that the Administrative Agent, the Borrower and Borrower, each Issuing Bank and the Swingline Lender each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then, then the Swingline Exposure and LC Exposure of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold the Revolving Credit Loans in accordance with its Pro-Rata Share. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law) against any Bank which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement.

Letter of Credit Cash Collateral. If Borrowers are required to provide cash collateral for any Bank is a Defaulting Bank, then each Issuing Bank may, by notice to such Defaulting Bank and the Administrative Agent, require such Defaulting Bank to (i) deliver Letter of Credit Obligations pursuant to the Administrative AgentAgreement prior to the Commitment Termination Date, the Borrowers will pay to Revolving Credit Agent for the benefit of Revolving Lenders cash or cash equivalents reasonably acceptable to Revolving Credit Agent ("Cash Equivalents") in an amount equal to 105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding for the account of the Issuing Bank, Borrowers. Such funds or Cash Equivalents shall be held by Revolving Credit Agent in a cash collateral account (the "Letter of Credit Cash Collateral Account") maintained at a bank or financial institution reasonably acceptable to Revolving Credit Agent. The Letter of Credit Cash Collateral Account shall be in the name of the Borrowers (or the Borrower Representative) and shall be pledged to, and subject to the control of, Revolving Credit Agent, for the benefit of Revolving Lenders, in a manner reasonably satisfactory to Agent. Each Borrower hereby pledges and grants to Revolving Credit Agent, on behalf of Lenders, a security interest in all such funds and Cash Equivalents held in the Letter of Credit Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the Letter of Credit Obligations and other Obligations, whether or not then due. The Agreement, including this Annex B, shall constitute a security agreement under applicable law. If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Borrowers shall either (i) provide cash collateral therefor in the manner described above, or (ii) cause all such Letters of Credit and guaranties thereof to be canceled and returned, or (iii) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration (plus thirty (30) additional days) as, and in an amount equal to such Defaulting Bank’s Pro Rata Share (prior 105% of, the aggregate maximum amount then available to any reduction of be drawn under, the amount of such Bank’s Commitments as provided in this Section 3.8) of the undrawn principal amount of all Letters of Credit to which such outstanding Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as shall be reasonably satisfactory to Revolving Credit Agent and Agent. From time to time after funds are deposited in the Issuing Bank for Letter of Credit Cash Collateral Account by any Borrower, whether before or after the account Commitment Termination Date, Revolving Credit Agent may apply such funds or Cash Equivalents then held in the Letter of Credit Cash Collateral Account to the payment of any amounts, in such order as Revolving Credit Agent may elect, as shall be or shall become due and payable by the Borrowers to Revolving Credit Lenders with respect to such Letter of Credit Obligations of the Borrowers and, upon the satisfaction in full of all Letter of Credit Obligations, and any other Obligations of the Borrowers then due and payable, so long as no Default or Event of Default has then occurred and is continuing, any amounts remaining in the Letter of Credit Cash Collateral Account shall be returned to the Borrowers. No Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds or Cash Equivalents held in the Letter of Credit Cash Collateral Account, except that (i) if the “Reserve Amount”) Letter of Credit Cash Collateral Account was established to cure a borrowing base deficiency, then upon the cure of such deficiency, and the payment of all other Obligations then due and payable, so long as no Default or Event of Default has then occurred and is continuing, any amount remaining in the Letter of Credit Cash Collateral Account shall be returned to the Borrowers, and (ii) make other arrangements reasonably satisfactory to upon the Issuing Bank to assure that such Defaulting Bank will reimburse the Issuing Bank for its Pro Rata Share termination of all Reimbursement Obligations. If Letter of Credit Obligations and the payment of all amounts payable by Borrowers to Lenders in respect thereof, and upon payment of all other Obligations then due and owing, so long as no Default or Event of Default has then occurred and is continuing, any Defaulting Bank fails remaining amount shall be paid to provide cash collateral Borrowers or make other arrangements as otherwise required by this subsection 3.8(f), the Administrative Agent may in its discretion retain as cash collateral all amounts otherwise payable to such Defaulting Bank under this Agreement until the Administrative Agent has retained an amount equal to the Reserve Amount. Any such cash collateral (A) shall be held by the Administrative Agent pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agentlaw, and (Biii) if at any time such Defaulting Bank becomes obligated to reimburse the Administrative Agent any Reimbursement Obligations, shall be applied (to the extent required) by the Administrative Agent to such reimbursement. Upon the expiration, termination or reduction in amount of any applicable Letter of Credit (Cash Collateral Account was established as a result of an Event of Default and such Event of Default has been cured, so long as no other Default or upon termination Event of such Defaulting Bank’s Commitments)Default has then occurred and is continuing, any amount remaining in the Administrative Agent shall release to such Defaulting Bank (or such other Person as may be entitled thereto) any cash collateral held by the Administrative Agent in excess Letter of the Reserve Amount. In the event that the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then, the LC Exposure of the Banks Credit Cash Collateral Account shall be readjusted returned to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold the Revolving Credit Loans in accordance with its Pro-Rata Share. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law) against any Bank which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this AgreementBorrowers.