Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (e) of the definition of “Mandatory Asset Prepayment Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000. (b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (e) of the definition of “Mandatory Asset Prepayment Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof. (c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account. (d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset. (e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments requires a prepayment of Loans or the Cash Collateralization of LC Exposures under Section 2.09(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account. (f) Upon the occurrence of a Mandatory Asset Prepayment Event described in clause (e) of the definition thereof, the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Event does not occur during the pendency of an Event of Default, (A) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied in accordance with Section 2.09(d) of the Credit Agreement or Section 6.02 hereof, as applicable. The Collateral Agent shall effectuate the transfer required pursuant to this Section 4.03(f) by giving appropriate entitlement orders to the Depository Bank.
Appears in 7 contracts
Samples: Security Agreement (El Paso Natural Gas Co), Security Agreement (Colorado Interstate Gas Co), Security Agreement (Tennessee Gas Pipeline Co)
Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment portion thereof in connection with a reduction of Loans or the Cash Collateralization of LC Exposures under Commitments pursuant to Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
Appears in 5 contracts
Samples: Security Agreement (El Paso Natural Gas Co), Security Agreement (Tennessee Gas Pipeline Co), Security Agreement (El Paso Corp/De)
Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment of Loans or the Cash Collateralization of LC Exposures under portion thereof in accordance with Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
Appears in 3 contracts
Samples: Security Agreement (El Paso Corp/De), Security Agreement (El Paso Natural Gas Co), Security Agreement (Tennessee Gas Pipeline Co)
Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment portion thereof in connection with a reduction of Loans or the Cash Collateralization of LC Exposures under Commitments pursuant to Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-FERC- Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
Appears in 1 contract
Samples: Security Agreement (El Paso Corp/De)
Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) Error! Reference source not found. or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment portion thereof in connection with a reduction of Loans or the Cash Collateralization of LC Exposures under Commitments pursuant to Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) Error! Reference source not found. from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
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Samples: Credit Agreement (El Paso Corp/De)
Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) ). or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment portion thereof in connection with a reduction of Loans or the Cash Collateralization of LC Exposures under Commitments pursuant to Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a2.07(d) from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
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Qualified Investments Account. (a) If a FERC-Regulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the amount, if any, by which the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (a)(ii) or (a)(iii) of the definition thereof exceeds $100,000,000.
(b) If an Unregulated Restricted Subsidiary receives Net Cash Proceeds from the Disposition of a Covered Asset as described in clause (ed) of the definition of “Mandatory Asset Prepayment Reduction Event”, then the Company shall deposit, or cause to be deposited, into the Collateral Account, within five days after such receipt, the portion of such Net Cash Proceeds that is not deemed to have been invested in Qualified Investments described in clause (b)(ii) or (b)(iii) of the definition thereof.
(c) So long as no Event of Default has occurred and is continuing within one Business Day after receipt, the Collateral Agent shall direct the Depository Bank to transfer the funds deposited into the Collateral Account pursuant to Section 4.03(a) 4.03(c). or 4.03(b) (in either case, for each Disposition, the “Remaining Reinvestment Amount”) to the Qualified Investments Account.
(d) If funds are to be transferred to the Qualified Investments Account pursuant to Section 4.03(c) and after giving effect to such transfer the Qualified Investments Account would contain funds in respect of the Covered Assets of more than one Restricted Subsidiary, or in respect of more than one Covered Asset of a single Restricted Subsidiary, the Collateral Agent shall cause the Depository Bank to establish and maintain individual securities subaccounts, or the Collateral Agent shall establish in its accounting records notional subaccounts (each, a “Qualified Investments Subaccount”), in each case within the Qualified Investments Account, for each such Restricted Subsidiary or each such Covered Asset.
(e) For the period from the initial transfer of the Remaining Reinvestment Amount to the Qualified Investments Account, until the date, if ever, on which the failure of the applicable Restricted Subsidiary to invest such Remaining Reinvestment Amount in Qualified Investments Investments, requires application of all or a prepayment portion thereof in connection with a reduction of Loans or the Cash Collateralization of LC Exposures under Commitments pursuant to Section 2.09(d2.07(d) of the Credit Agreement, the Collateral Agent shall, at the written direction of the Company from time to time, direct the Depository Bank to pay such funds on deposit in the Qualified Investments Account (or any applicable Qualified Investments Subaccount) to the Restricted Subsidiary identified by the Company in the Officer’s Certificate described in the following sentence. The written direction described in the preceding sentence shall be accompanied by an Officer’s Certificate (i) setting forth the name of the Restricted Subsidiary whose Disposition of Covered Assets resulted in the deposit of the Remaining Reinvestment Amount that is being requested to be paid pursuant to such written direction, (ii) if such Restricted Subsidiary is a FERC-Regulated Restricted Subsidiary, stating that all funds retained by such FERC-Regulated Restricted Subsidiary pursuant to Section 4.03(a) 2.07(d). from the Net Cash Proceeds of all of its Dispositions of Covered Assets prior to the date of such certificate have been, or (by making the currently proposed Qualified Investment(s)) will be, used to make Qualified Investments, and (iii) describing the Qualified Investment(s) to be made (or deemed made) by such Restricted Subsidiary with such funds, pursuant to the definition of “Qualified Investment”. Notwithstanding the foregoing, the Company shall have the right to direct that funds on deposit in the Qualified Investments Account or any applicable Qualified Investments Subaccount be paid to a FERC-Regulated Restricted Subsidiary in respect of new Qualified Investments made or deemed made by such FERC-Regulated Restricted Subsidiary only if, on the proposed date of such payment from the Qualified Investments Account or applicable Qualified Investments Subaccount, the aggregate amount of Qualified Investments made by such FERC-Regulated Restricted Subsidiary after April 16, 2003 equals or exceeds the sum of (1) the product of (x) $100,000,000 times (y) the number of such Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary that have resulted in a deposit in the Collateral Account, plus (2) the aggregate Net Cash Proceeds of Dispositions of Covered Assets by such FERC-Regulated Restricted Subsidiary after April 16, 2003 that have not resulted in deposits into the Collateral Account.
(f) Upon the occurrence of If a Mandatory Asset Prepayment Reduction Event described in clause (ed) of the definition thereofthereof shall occur with the result that the Company is required to cause Loans to be prepaid or Letters of Credit to be Cash Collateralized pursuant to Section 2.09(c) of the Credit Agreement (a “2.09 Application”), the Collateral Agent shall direct the Depository Bank to transfer (i) if such Mandatory Asset Prepayment Reduction Event does not occur during the pendency of an Event of Default, (A) an amount equal to the lesser of (x) the required 2.09 Application and (y) 80% of the funds remaining in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied as a Mandatory Asset Prepayment Amount in accordance with Section 2.09(d2.09(c) of the Credit Agreement, and (B) any remaining funds in the Qualified Investments Account (or the applicable Qualified Investments Subaccount) to the Company, or as the Company directs, to be used for general corporate purposes, or (ii) if such Mandatory Asset Prepayment Reduction Event occurs concurrently with or during the pendency of an Event of Default, then the Collateral Agent shall direct the Depository Bank to transfer 100% of the funds remaining in the Qualified Investments Account (and in all applicable Qualified Investments Subaccounts) in respect of the applicable Disposition of Covered Assets to the Collateral Account to be applied (x) to the extent of the required 2.09 Application, in accordance with Section 2.09(d2.09(c) of the Credit Agreement or and (y) the balance, in accordance with Section 6.02 hereof.
(g) If following the application of a Mandatory Asset Reduction Amount in accordance with Section 2.07(d) of the Credit Agreement and any prepayment of Loans or Cash Collateralization of outstanding Letters of Credit in connection therewith pursuant to Section 2.09(c) of the Credit Agreement, there are remaining funds in the Qualified Investments Account attributable to such Mandatory Asset Reduction Amount, the Collateral Agent shall direct the Depository Bank to transfer such remaining funds (i) if no Event of Default exists at the time, to the Company, or as applicable. the Company directs, to be used for general corporate purposes, or (ii) if an Event of Default exists at the time, to the Collateral Account to be applied in accordance with Section 6.02 hereof.
(h) The Collateral Agent shall effectuate the any transfer required pursuant to this Section 4.03(f) or 4.03(g) by giving appropriate entitlement orders to the Depository Bank.
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