Common use of Letter of Credit Usage Clause in Contracts

Letter of Credit Usage. If any Letter of Credit Usage exists at the time a Revolving Lender becomes a Defaulting Lender then: (i) all or any part of the Letter of Credit Usage of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Applicable Percentages but only to the extent that (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, and (y) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Revolving Pro Rata Share of such Defaulting Lender’s Letter of Credit Usage does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment; provided, subject to Section 9.19, that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within one Business Day following notice by Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.21(i) for so long as such Letter of Credit Usage is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(a) or (d) with respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit Usage is Cash Collateralized; (iv) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and (d) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Lender hereunder, all letter of credit fees payable under Section 2.09(a) with respect to such Defaulting Lender’s Letter of Credit Usage that is not so reallocated or Cash Collateralized shall be payable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralized.

Letter of Credit Usage. If (i) In the event the Aggregate Letter of Credit (Revolver) Usage exceeds the Letter of Credit (Revolver) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (Revolver) to eliminate such excess, (ii) In the event the Aggregate Letter of Credit (MDT) Usage exceeds the Letter of Credit (MDT) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (MDT) to eliminate such excess, (iii) in the event that a mandatory or voluntary prepayment is applied pursuant to Section 3.1.3 to reduce the Aggregate Letter of Credit (Revolver) Usage, the Borrower shall reduce the Aggregate Letter of Credit (Revolver) Usage by the amount of such prepayment, (iv) prior to the Revolving Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit (Revolver), or (v) prior to the Multi-Draw Term Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage exists at for any Letter of Credit (MDT), by either (A) delivering to the time Administrative Agent for the benefit of all Lenders with a Revolving Lender becomes Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a Defaulting Lender then: (i) all or any part letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Usage Liability as of such Defaulting Lender date with respect to such Letter of Credit, which letter of credit shall be reallocated among drawable by the Non-Defaulting Lenders in accordance with their respective Revolving Applicable Percentages but only Administrative Agent to the extent that (x) the sum reimburse payments of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, and (y) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Revolving Pro Rata Share of such Defaulting Lender’s Letter of Credit Usage does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment; provided, subject to Section 9.19, that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or drafts drawn under law, within one Business Day following notice by Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.21(i) for so long as such Letter of Credit Usage is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii) above, the Borrower shall not be required and to pay any fees to such Defaulting Lender pursuant to Section 2.09(a) and expenses related thereto as and when the same become due and payable or (dB) (1) depositing with respect the Administrative Agent an amount equal to such Defaulting Lender’s the Letter of Credit Usage during the period Liability as of such Defaulting Lender’s date for such Letter of Credit Usage is Cash Collateralized; (iv) if all or any portion of to enable the Administrative Agent to make payments under such Defaulting Lender’s Letter of Credit Usage is reallocated pursuant to clause (i) above, then the fees when required and such amount shall become immediately due and payable to the Lenders pursuant to Section 2.09(a) and (d2) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Lender hereunder, all letter of credit prepay the fees payable under Section 2.09(a) 3.5 with respect to all such Defaulting Lender’s Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit Usage that is not so reallocated or Cash Collateralized shall be payable Credit, the unearned portion of such prepaid fee attributable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralizedshall be refunded to the Borrower.

Letter of Credit Usage. If (i) In the event the Aggregate Letter of Credit (Revolver) Usage exceeds the Letter of Credit (Revolver) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (Revolver) to eliminate such excess, (ii) In the event the Aggregate Letter of Credit (MDT) Usage exceeds the Letter of Credit (MDT) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (MDT) to eliminate such excess, (iii) in the event that a mandatory or voluntary prepayment is applied pursuant to Section 3.1.3 to reduce the Aggregate Letter of Credit (Revolver) Usage, the 46267678.11 Borrower shall reduce the Aggregate Letter of Credit (Revolver) Usage by the amount of such prepayment, (iv) prior to the Revolving Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit (Revolver), or (v) prior to the Multi-Draw Term Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage exists at for any Letter of Credit (MDT), by either (A) delivering to the time Administrative Agent for the benefit of all Lenders with a Revolving Lender becomes Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a Defaulting Lender then: (i) all or any part letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Usage Liability as of such Defaulting Lender date with respect to such Letter of Credit, which letter of credit shall be reallocated among drawable by the Non-Defaulting Lenders in accordance with their respective Revolving Applicable Percentages but only Administrative Agent to the extent that (x) the sum reimburse payments of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, and (y) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Revolving Pro Rata Share of such Defaulting Lender’s Letter of Credit Usage does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment; provided, subject to Section 9.19, that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or drafts drawn under law, within one Business Day following notice by Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.21(i) for so long as such Letter of Credit Usage is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii) above, the Borrower shall not be required and to pay any fees to such Defaulting Lender pursuant to Section 2.09(a) and expenses related thereto as and when the same become due and payable or (dB) (1) depositing with respect the Administrative Agent an amount equal to such Defaulting Lender’s the Letter of Credit Usage during the period Liability as of such Defaulting Lender’s date for such Letter of Credit Usage is Cash Collateralized; (iv) if all or any portion of to enable the Administrative Agent to make payments under such Defaulting Lender’s Letter of Credit Usage is reallocated pursuant to clause (i) above, then the fees when required and such amount shall become immediately due and payable to the Lenders pursuant to Section 2.09(a) and (d2) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Lender hereunder, all letter of credit prepay the fees payable under Section 2.09(a) 3.5 with respect to all such Defaulting Lender’s Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit Usage that is not so reallocated or Cash Collateralized shall be payable Credit, the unearned portion of such prepaid fee attributable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralizedshall be refunded to the Borrower.

Letter of Credit Usage. If any Letter of Credit Usage exists at the time a Revolving Lender becomes a Defaulting Lender then: (i) all or any part of the Letter of Credit Usage of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Applicable Percentages but only to the extent that (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, and (y) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Revolving Pro Rata Share of such Defaulting Lender’s Letter of Credit Usage does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment; Commitment; provided, subject to Section ‎Section 9.19, that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation;reallocation; (ii) if the reallocation described in clause (i‎(i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within one Business Day following notice by Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i‎(i) above) in accordance with the procedures set forth in Section ‎Section 2.21(i) for so long as such Letter of Credit Usage is outstanding;outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii‎‎‎‎(ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section ‎Section 2.09(a) or (d‎(d) with respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit Usage is Cash Collateralized;Collateralized; (iv) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is reallocated pursuant to clause (i‎(i) above, then the fees payable to the Lenders pursuant to Section ‎Section 2.09(a) and (d‎(d) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Applicable Percentages; Percentages; and (v) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (i‎(i) or (ii‎(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Lender hereunder, all letter of credit fees payable under Section ‎Section 2.09(a) with respect to such Defaulting Lender’s Letter of Credit Usage that is not so reallocated or Cash Collateralized shall be payable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralized.

Letter of Credit Usage. If (A) In the event the Aggregate Letter of Credit (Revolver) Usage exceeds the Letter of Credit (Revolver) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (Revolver) to eliminate such excess, (B) In the event the Aggregate Letter of Credit (MDT) Usage exceeds the Letter of Credit (MDT) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (MDT) to eliminate such excess, (C) in the event that a mandatory or voluntary prepayment is applied pursuant to Section 3.1.3 to reduce the Aggregate Letter of Credit (Revolver) Usage, the Borrower shall reduce the Aggregate Letter of Credit (Revolver) Usage by the amount of such prepayment, (D) prior to the Revolving Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit (Revolver), or (E) prior to the Multi-Draw Term Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage exists at for any Letter of Credit (MDT), by either (A) delivering to the time Administrative Agent for the benefit of all Lenders with a Revolving Lender becomes Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a Defaulting Lender then: (i) all or any part letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Usage Liability as of such Defaulting Lender date with respect to such Letter of Credit, which letter of credit shall be reallocated among drawable by the Non-Defaulting Lenders in accordance with their respective Revolving Applicable Percentages but only Administrative Agent to the extent that (x) the sum reimburse payments of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Usage does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, and (y) the sum of any Non-Defaulting Lender’s Revolving Credit Exposure plus its Revolving Pro Rata Share of such Defaulting Lender’s Letter of Credit Usage does not exceed such Non-Defaulting Lender’s Revolving Credit Commitment; provided, subject to Section 9.19, that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or drafts drawn under law, within one Business Day following notice by Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.21(i) for so long as such Letter of Credit Usage is outstanding; (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (ii) above, the Borrower shall not be required and to pay any fees to such Defaulting Lender pursuant to Section 2.09(a) and expenses related thereto as and when the same become due and payable or (dB) (1) depositing with respect the Administrative Agent an amount equal to such Defaulting Lender’s the Letter of Credit Usage during the period Liability as of such Defaulting Lender’s date for such Letter of Credit Usage is Cash Collateralized; (iv) if all or any portion of to enable the Administrative Agent to make payments under such Defaulting Lender’s Letter of Credit Usage is reallocated pursuant to clause (i) above, then the fees when required and such amount shall become immediately due and payable to the Lenders pursuant to Section 2.09(a) and (d2) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Revolving Lender hereunder, all letter of credit prepay the fees payable under Section 2.09(a) 3.5 with respect to all such Defaulting Lender’s Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit Usage that is not so reallocated or Cash Collateralized shall be payable Credit, the unearned portion of such prepaid fee attributable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralizedshall be refunded to the Borrower.