Common use of Supporting Letter of Credit; Cash Collateral Account Clause in Contracts

Supporting Letter of Credit; Cash Collateral Account. During the continuation of an Event of Default or if, notwithstanding the provisions of SECTION 2A.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDIT) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein provided. In addition, the Agent may at any time after such Event of Default or Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account and shall be administered in accordance with the provision of SECTION 3.16.

Supporting Letter of Credit; Cash Collateral Account. During Upon the continuation occurrence of an Event of Default or or, if, notwithstanding the provisions of SECTION 2A.2(b3.2(B), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower Borrowers shall, as their joint and several obligation, promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDIT"Supporting Letter of Credit") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable sole and absolute judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein provided. In addition, the Agent may at any time after such Event of Default or Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account or an Investment Account and shall be administered in accordance with the provision of SECTION 3.16.5.17. 44 52

Supporting Letter of Credit; Cash Collateral Account. During In connection with any proposed reduction of the continuation Revolving Credit Facility contemplated by Section 2.6 to an amount which, after deducting the Interest Rate Protection Reserve and the Swap Reserve is less than the amount of an Event the aggregate Stated Amount of Default all Letters of Credit outstanding and the amount of any unreimbursed Drawings under Letters of Credit, or in addition to the rights provided in Section 12.2, if, notwithstanding the provisions of SECTION 2A.2(b)Section 3.2, any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower shall, shall promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDIT"Supporting Letter of Credit") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable sole and absolute judgment in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them the Designated Facing Bank or the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Designated Facing Bank or the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein providedSecured Obligations arising under any and all Letters of Credit. In addition, the Agent may at any time pursuant to Section 12.2 or after such Event of Default or the Termination Date apply any or all of such Cash cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash cash Collateral shall be deposited in the Cash Collateral Account and, so long as no Event of Default has occurred and is continuing, be invested and reinvested by the Agent in instruments of the types described in clauses (a)(i) and (a)(ii) of the definition "Permitted Investments." Upon receipt of such Supporting Letter of Credit or cash Collateral and repayment in full of all outstanding Secured Obligations, all Collateral (other than such Supporting Letter of Credit or cash Collateral) shall be administered released from the Security Interest and the covenants contained in accordance with the provision Articles VIII, IX, X and XI shall be terminated and be of SECTION 3.16no further force and effect.

Supporting Letter of Credit; Cash Collateral Account. During Upon the continuation occurrence of an Event of Default or or, if, notwithstanding the provisions of SECTION 2A.2(bSection 3.2(b), any Letter of Credit or Bankers Acceptance is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower shall, promptly on demand by the Administrative Agent, deposit with the Administrative Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit and Bankers Acceptance then outstanding, as the Administrative Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDITSupporting Letter of Credit) in form and substance satisfactory to the Administrative Agent, issued by an issuer satisfactory to the Administrative Agent in its reasonable judgment in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawndrawn or the face amount of such Bankers Acceptance, as the case may be, under which Supporting Letter of Credit the Administrative Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Administrative Agent and the Lenders for payments made by them the Administrative Agent and the Lenders under such Letter of Credit Credit, such Bankers Acceptance or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount equal to 105% of the amount necessary to reimburse NationsBank, the Administrative Agent and the Lenders for payments made by NationsBank, the Administrative Agent and the Lenders under such Letter of Credit Credit, such Bankers Acceptance or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Administrative Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein provided. In addition, the Administrative Agent may at any time after the occurrence of such an Event of Default that is continuing or the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account or an Investment Account and shall be administered in accordance with the provision provisions of SECTION 3.16Section 4.16. If the Administrative Agent has demanded and received Cash Collateral by reason of the occurrence of an Event of Default and such Event of Default has been cured or waived by the requisite Lenders (as evidenced by a written acknowledgment thereof by the Administrative Agent) and no other Default or Event of Default has occurred and is continuing or would exist after giving effect to any requested release of such Cash Collateral, and the Borrower has certified such fact to the Lenders and the Administrative Agent, then the Administrative Agent shall release to the Borrower, upon its request, such Cash Collateral.

Supporting Letter of Credit; Cash Collateral Account. During Upon the continuation occurrence of an Event of Default or or, if, notwithstanding the provisions of SECTION 2A.2(bSection 3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDITSupporting Letter of Credit) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable judgment in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein provided. In addition, the Agent may at any time after such Event of Default or Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account or an Investment Account and shall be administered in accordance with the provision provisions of SECTION 3.16Section 5.16.

Supporting Letter of Credit; Cash Collateral Account. During Upon the continuation occurrence of an Event of Default or or, if, notwithstanding the provisions of SECTION 2A.2(b3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower Borrowers shall, as their joint and several obligation, promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDIT"Supporting Letter of Credit") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable sole and absolute judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (a) or (b) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Agent as therein provided. In addition, the Agent may at any time after such Event of Default or the Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account or an Investment Account and shall be administered in accordance with the provision provisions of SECTION 3.164.15.

Supporting Letter of Credit; Cash Collateral Account. During the continuation of an Event of Default or if, notwithstanding the provisions of SECTION 2A.2(b2A.2(B), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower shall, promptly on demand by the Agent, deposit with the Agent, for the ratable benefit of the Lenders, with respect to each Letter of Credit then outstanding, as the Agent shall specify, either (a) a standby letter of credit (a "SUPPORTING LETTER OF CREDIT") in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in its reasonable judgment in an amount equal to the greatest amount for which such Letter of Credit may be drawn, under which Supporting Letter of Credit the Agent shall be entitled to draw amounts necessary to reimburse NationsBank, the Agent and the Lenders for payments made by them under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBank, the Agent and the Lenders for payments made by NationsBank, the Agent and the Lenders under such Letter of Credit or under any reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent for the benefit of the Lenders, as security for, and to provide for the payment of, the Reimbursement Obligations. In the event the Borrower fails to comply with either CLAUSE (aA) or (bB) above, the Borrower shall be deemed to have requested a Prime Rate Loan in the amount necessary to provide the Cash Collateral described in clause CLAUSE (bB) to be held by the Agent as therein provided. In addition, the Agent may at any time after such Event of Default or Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account and shall be administered in accordance with the provision of SECTION 3.163.17.

Supporting Letter of Credit; Cash Collateral Account. During Upon the continuation occurrence of an Event of Default or if, notwithstanding the provisions of SECTION 2A.2(bSection 3.2(b), any Letter of Credit is outstanding on the Termination Date, then on or prior to the Termination Date, the Borrower Borrowers shall, promptly on demand by the Administrative Agent, deposit with in such account of the AgentAdministrative Agent as it may direct, for the ratable Ratable benefit of the Lenders, with respect to each Letter of Credit related LC Support then outstanding, as the Administrative Agent shall specify, either (a) a standby letter of credit (a SUPPORTING LETTER OF CREDIT"Supporting Letter of Credit") in form and substance satisfactory to the AgentAdministrative Agent and FCC, issued by an issuer satisfactory to the Administrative Agent and FCC in its their reasonable judgment in an amount equal to the greatest amount for which such Letter of Credit related LC Support may be drawn, under which Supporting Letter of Credit the Administrative Agent or FCC shall be entitled to draw amounts necessary to reimburse NationsBankthe Bank, FCC, the Administrative Agent and the Lenders for payments made by them under in respect of such Letter of Credit or the related LC Support or under any reimbursement or guaranty agreement with respect thereto, or (b) Cash Collateral in an amount necessary to reimburse NationsBankthe Bank, FCC, the Administrative Agent and the Lenders for payments made by NationsBankthe Bank, FCC, the Administrative Agent and the Lenders under in respect of such Letter of Credit or under any related LC Support or other reimbursement or guaranty agreement with respect thereto. Such Supporting Letter of Credit or Cash Collateral shall be held by the Administrative Agent first, for the Ratable benefit of the Revolving Credit Lenders, FCC or the Bank, as the case may be, as security for, and to provide for the payment of, the Reimbursement ObligationsObligations and after payment thereof in full for the benefit of all Lenders. In the event the Borrower fails Borrowers fail to comply with either CLAUSE clause (a) or (b) above, the Borrower Borrowers shall be deemed to have requested a Prime Base Rate Revolving Credit Loan in the amount necessary to provide the Cash Collateral described in clause (b) to be held by the Administrative Agent as therein provided. In addition, the Administrative Agent may at any time after such Event of Default or Termination Date apply any or all of such Cash Collateral to the payment of any or all of the Secured Obligations then due and payable. The Cash Collateral shall be deposited in the Cash Collateral Account and shall be administered in accordance with the provision of SECTION 3.16Section 5.16.