Term Letters of Credit means each of the letters of credit which was, on its original date of issuance, issued for the account of any Borrower or any of their Subsidiaries under the Term Credit Agreement prior to the termination of the "Commitments" (including, without limitation, the "Term Letter of Credit Commitment") under and as defined in the Term Credit Agreement.
The automatic conversion of the DIP Revolving Credit Loans, DIP Term C Loans, DIP Term Letters of Credit, DIP Revolving Letters of Credit and DIP Term Loans into Loans and Letters of Credit hereunder, is subject to the satisfaction in all material respects or waiver by the Requisite DIP Roll Lenders of the conditions precedent set forth in this Section 6 (such date, the Conversion Date).
In addition, the Collateral Agent hereby agrees to instruct (or to instruct the Collateral Trustee to instruct) the Depositary Bank to release and pay to the Borrower amounts (if any) remaining on deposit in the Term C Loan Collateral Accounts after the termination or cancellation of all Term Letters of Credit, the termination of the Term Letter of Credit Commitment and the repayment in full of all outstanding Term C Loans and Term L/C Obligations.
On the Closing Date, the proceeds of the Term C Loans, together with other funds (if any) provided by the Borrower, were deposited into the applicable Term C Loan Collateral Accounts such that the Term C Loan Collateral Account Balance of the Term C Loan Collateral Account established for the benefit of each Term Letter of Credit Issuer equaled at least the Term Letters of Credit Outstanding of such Term Letter of Credit Issuer.
The Borrowers agree to pay to the Administrative Agent for the benefit of the Administrative Agent, as compensation to the Administrative Agent for the Continuing Term Letters of Credit (i) all costs and expenses incurred by the Administrative Agent on account of such Continuing Term Letters of Credit and (ii) the Commitment Fee as set forth in Section 4.04.
No Event of Default or Default, and no default under any other Loan Document, shall have occurred and be continuing or would result from the execution and delivery of, or the performance under, the Loan Documents, or making the requested Term Loan B Loans or issuance of the requested Term Letters of Credit, or in each case the application of the proceeds therefrom.