Common use of Secured Letters of Credit Clause in Contracts

Secured Letters of Credit. The Company may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company shall have executed and delivered to the Administrative Agent a Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company or Hartford Life may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company and Hartford Life shall have executed and delivered to the Administrative Agent a the Secured Letter of Credit Agreement and (B) the Company or Hartford Life, as applicable, shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such the Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to 110% of the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the CompanyCompany or Hartford Life, as applicable) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company or Hartford Life, as the case may be, shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company shall have executed and delivered to the Administrative Agent a Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to 110% of the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company shall have executed and delivered to the Administrative Agent a Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as #95460429v5 security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company shall have executed and delivered to the Administrative Agent a Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company may from time (i) Prior to time designate the issuance of any Secured Letter of Credit, the applicable Letter of Credit Obligor shall have pledged and deposited with or delivered to the Custodian for deposit in its Custodial Account L/C Collateral pursuant to the Security Documents so that the L/C Collateral Balance of the applicable Letter of Credit Obligor shall not be less than the aggregate L/C Obligations attributable to such Letter of Credit Obligor after giving effect to such issuance; provided that no L/C Collateral (including, without limitation, cash) shall be included in the calculation of the L/C Collateral Balance of such Letter of Credit Obligor unless the Administrative Agent has a first lien perfected Lien on and security interest in such L/C Collateral. Each Letter of Credit Obligor hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all L/C Collateral and all proceeds of the foregoing to secure all obligations of such Letter of Credit Obligor hereunder in respect of Secured Letters of Credit issued for its account. (ii) If, at any time, (A) the L/C Collateral Balance for any Letter of Credit issued at its request for Obligor is less than the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured aggregate L/C Obligations attributable to such Letter of Credit Obligor (a "Collateral Deficiency"), such Letter of Credit Obligor shall no later than 14 days from the date of notice thereof by written notice the Administrative Agent, pledge additional L/C Collateral to cure such Collateral Deficiency, provided that until such Collateral Deficiency is cured, such Letter of Credit Obligor may not request any Letters of Credit to be issued, extended or amended for its account. If such Letter of Credit Obligor fails to pledge additional L/C Collateral to cure its Collateral Deficiency within the time provided above, the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation may immediately (A) the Company shall have executed and delivered to the Administrative Agent a Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to designate such Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured an Unsecured Letter of Credit and the payment of accrued interest thereon(B) exercise its rights and remedies set forth in Section 8.2(b) hereof, Collateral with an aggregate Adjusted Collateral Value at least equal to the portion including without limitation, liquidating all or part of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such L/C Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.

Secured Letters of Credit. The Company may from time (i) Prior to time designate any the issuance of each Secured Letter of Credit, the Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company Obligor shall have executed pledged and deposited with or delivered to the Administrative Collateral Agent for the benefit of the L/C Issuer and the Lenders (or otherwise subject to a Secured Letter of Credit Agreement and (B) custodial agent control agreement or other agreement by which the Company shall have caused Collateral Agent has a perfected first Lien in the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliverL/C Collateral), pursuant to L/C Collateral for each such Secured Letter of Credit Agreement pursuant to documentation in form and substance satisfactory to the Collateral Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). The L/C Collateral Balance for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under each such Secured Letter of Credit and shall be no less than the payment face amount of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a To the extent that the L/C Obligor of such Secured Letter of Credit thenhas not (A) delivered L/C Collateral consisting of certificated securities or instruments into the possession of the Collateral Agent to the extent such securities or instruments are not book-entry instruments, unless (B) obtained the applicable Subsidiary written agreement of any bailee or securities intermediary in form and substance satisfactory to the Collateral Agent with respect to any L/C Collateral, or (or C) taken any other action required by the Company) shall have reimbursed such LC Disbursement directlyCollateral Agent with respect to the L/C Collateral, the Administrative Agent shall liquidate Agent, in its sole discretion, may exclude from the calculations of L/C Collateral deposited by Balance, the Collateral Value of any such Subsidiary in L/C Collateral until the applicable LC Security Account Letter of Credit Obligor has complied with this Section 2.03(m)(i) to the sole satisfaction of the Administrative Agent. Each Letter of Credit Obligor hereby grants to the Collateral Agent, for the benefit of the L/C Issuer and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as a security interest in all L/C Collateral and all proceeds of the case may be, foregoing to secure all obligations of such Letter of Credit Obligor hereunder in respect of Secured Letters of Credit issued for such LC Disbursement and Letter of Credit Obligor's account. (ii) If, at any interest accrued thereon; provided that time, (A) the Company shall remain fully obligated L/C Collateral Balance for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required less than the face amount of such Secured Letter of Credit (a "Collateral Deficiency"), the Letter of Credit Obligor in respect of such Secured Letter of Credit shall no later than fourteen (14) days from the date of notice thereof by the last sentence Administrative Agent, pledge additional L/C Collateral to cure such Collateral Deficiency. If such Letter of Section 2.06(c), then any non-cash Credit Obligor fails to pledge additional L/C Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by within the time provided above, the Administrative Agent to the applicable Subsidiary and may immediately (A) designate such Secured Letter of Credit shall thenceforth be a Standard an Unsecured Letter of Credit and (B) exercise its rights and remedies set forth in Section 8.02(b) hereof, including without limitation, liquidating all or part of the L/C Collateral for such Secured Letter of Credit. (iii) The Collateral Agent shall deliver to the Administrative Agent for the benefit of the L/C Issuer and the Lenders, no later than 3 p.m. Dallas, Texas time on the Monday of each week, with respect to each Secured Letter of Credit, a report listing the L/C Collateral Balance for such Secured Letter of Credit as of the Friday of the prior week.

Secured Letters of Credit. The Company may from time to time designate any Letter of Credit issued at its request for the account of a Subsidiary (as contemplated by paragraph (a) of this Section) as a Secured Letter of Credit by written notice to the Administrative Agent and the applicable LC Issuer; provided that at the time of or prior to such designation (A) the Company shall have executed and delivered to the Administrative Agent a the Secured Letter of Credit Agreement and (B) the Company shall have caused the applicable Subsidiary to (1) execute and deliver to the Administrative Agent a Joinder Agreement under which it shall become a party to the Secured Letter of Credit Agreement and (2) deliver, pursuant to such the Secured Letter of Credit Agreement and for deposit in such LC Security Account as the Administrative Agent shall specify, as security for the reimbursement of LC Disbursements under such Secured Letter of Credit and the payment of accrued interest thereon, Collateral with an aggregate Adjusted Collateral Value at least equal to 110% of the portion of the LC Exposure attributable to such Secured Letter of Credit. If any drawing shall be made under a Secured Letter of Credit then, unless the applicable Subsidiary (or the Company) shall have reimbursed such LC Disbursement directly, the Administrative Agent shall liquidate Collateral deposited by such Subsidiary in the applicable LC Security Account and apply the proceeds thereof to reimburse the applicable LC Issuer or the Lenders, as the case may be, for such LC Disbursement and any interest accrued thereon; provided that the Company shall remain fully obligated for any portion of any such LC Disbursement for which the LC Issuer or the Lenders shall not be reimbursed through the application of Collateral or proceeds thereof as provided herein, whether as a result of any insufficiency of such Collateral, any defect in the rights of the Administrative Agent with respect thereto or otherwise. In the event that any Secured Letter of Credit is cash collateralized as required by the last sentence of Section 2.06(c), then any non-cash Collateral provided for such Secured Letter of Credit under this paragraph (q) shall be released by the Administrative Agent to the applicable Subsidiary and such Secured Letter of Credit shall thenceforth be a Standard Letter of Credit.