Common use of Cash Collateral Account Clause in Contracts

Cash Collateral Account. (i) If a Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. At any time and from time to time (i) If after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent such Dollar Amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of Sections 2.07(b)(i) through 2.07(b)(iii) remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to deposit funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Administrative Agent, for the benefit of the LC IssuerIssuing Banks and the Revolving Lenders, a first priority Lien in respect of the Cash Collateral Account upon and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be deemed made at the direction of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to have exercised such care if such funds are accorded treatment substantially equivalent to that which investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Agent accords its own property, it being understood that the Collateral Agent Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide Cash Collateral pursuant to this Section 2.04(l), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have any responsibility occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral pursuant to Sections 2.07(b)(i) through 2.07(b)(ii), as contemplated by Section 2.07(d), such amount shall be returned to the Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for taking any necessary steps all of its obligations thereunder. If the Borrower is required to preserve rights against any parties with respect provide Cash Collateral as a result of an Event of Default, such amount (to any such fundsthe extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. (i) If a Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation continuance of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e9.6(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. At any time and from time to time (i) If after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower, to deliver to the Administrative Agent such amount of cash as is equal to 103% of the aggregate stated amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a prepayment under Section 2.07(b)(iv) or to the extent any amount of a required prepayment under any of Sections 2.07(b)(i) through 2.07(b)(iii) remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by Section 2.07(d), the Administrative Agent will retain such amount as may then be required to be retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to deposit funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Administrative Agent, for the benefit of the LC IssuerIssuing Banks and the Revolving Lenders, a first priority Lien in respect of the Cash Collateral Account upon and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be deemed made at the direction of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to have exercised such care if such funds are accorded treatment substantially equivalent to that which investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Agent accords its own property, it being understood that the Collateral Agent Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide Cash Collateral pursuant to this Section 2.04(k), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (A) the sum of (1) the aggregate principal Dollar amount of all Revolving Loans outstanding at such time and (2) the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have any responsibility occurred and be continuing at such time. If the Borrower is required to provide Cash Collateral pursuant to Sections 2.07(b)(i) through 2.07(b)(ii), as contemplated by Section 2.07(d), such amount shall be returned to the Borrower on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for taking any necessary steps all of its obligations thereunder. If the Borrower is required to preserve rights against any parties with respect provide Cash Collateral as a result of an Event of Default, such amount (to any such fundsthe extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. (ia) All Cash Collateral and other amounts referred to in Section 1.8(b)(ii) shall be deposited by the Debtors in one or more accounts subject to the DIP Agent’s first priority perfected Lien and, if at any time required by the DIP Agent, under its exclusive dominion and control (collectively, the “Cash Collateral Account”). Such funds shall be held in the Cash Collateral Account until such time as the amounts held therein are applied by the relevant Debtor to pay normal operating expenses consistent with the Budget and the Interim Financing Order and any Final Financing Order or as the DIP Agent shall otherwise require, except that the Net Proceeds of Dispositions shall be applied as set forth in Section 1.8(b)(i) hereof. So long as no Event of Default shall have occurred and be continuing, amounts held in the Cash Collateral Account shall be made available to the relevant Debtor to pay normal operating expenses consistent, in amount and type of expenditure, with the Budget. During the existence of an Event of Default all amounts held in the Cash Collateral Account shall be applied as required by the second paragraph of Section 3.1. (b) If a Borrower the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required by this Agreement (including under Sections 1.8(b), 1.2(b) or 9.2), the Borrower shall forthwith pay the amount required to deposit funds be so prepaid, to be held by the DIP Agent in a separate Cash Collateral Account as security for, and for application by the DIP Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the L/C Issuer until all Reimbursement Obligations have been paid in full and no Letters of Credit remain outstanding, and thereafter to be applied as provided in Section 4.4(a). Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Cash Collateral Account pursuant to this Agreement Section 4.4(b) shall be made available to the relevant Debtor to pay normal operating expenses consistent, in amount and type of expenditure, with the Budget. During the existence of a Default or any Loan Document, then Event of Default all amounts held in such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which applied as required by the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such fundssecond paragraph of Section 3.1.

Cash Collateral Account. (ia) If a Borrower is The Grantors will, prior to the time by which any amounts set forth in clause (b) below are required to deposit funds be deposited therein, establish with respect to the Grantors an account (the “Cash Collateral Account”), in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish name and under the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor exclusive control of the Collateral Agent, for into which all amounts owned by the benefit Grantors that are to be deposited therein pursuant to the Noteholder Documents shall be deposited from time to time. The Cash Collateral Account will be operated as provided in this Section 3.08. (b) The Collateral Agent shall deposit the following amounts, as and when received by it, in the Cash Collateral Account: (i) each amount required by Section 11.02 of the LC IssuerIndenture to be deposited in a Cash Collateral Account with respect to any sale, lease, transfer or other disposition by a first priority Lien Grantor of Primary Collateral; (ii) each amount received by a Grantor as Casualty Proceeds required by Section 11.02 of the Indenture to be deposited in a Cash Collateral Account; and (iii) each amount realized or otherwise received by the Collateral Agent with respect to assets of any Grantor upon any exercise of remedies pursuant to any Noteholder Document. (c) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to preceding clauses (i), (ii) or (iii), as applicable. The Collateral Agent shall withdraw and apply amounts from the Cash Collateral Account and as provided in the funds therein as security for the payment in full of the ObligationsIndenture. (iid) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds All Cash Distributions received with respect to assets held in the Cash Collateral Account only to the reimbursement of any LC Obligations and shall be deposited therein promptly upon receipt thereof. (Be) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds Funds held in the Cash Collateral Account may, until withdrawn, be invested and reinvested in such Cash Equivalents as the relevant Grantor shall request in writing from time to time. (f) If an amount up to but not exceeding Event of Default shall have occurred and be continuing, the excess, if Collateral Agent may (a) liquidate any (immediately prior to the release of any such funds), of the total amount of funds or all investments held in the Cash Collateral Account over and/or (b) withdraw any amounts held therein and apply such amounts as provided in Section 6.11 of the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstandingIndenture. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. (i) If a the Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement Sections 2.04(b) or any Loan Document(c), 7.02(b), or 7.03(b), then such the Borrower and the Agent shall establish the Cash Collateral Account and the Borrower shall execute any document documents and Security Agreementagreements, including the LC Issuer’s Agent's standard form assignment of deposit accounts, that the LC Issuer Agent requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of establish the Cash Collateral Account and grant the Agent a first priority security interest in such account and the funds therein therein. The Borrower hereby pledges to the Agent and grants the Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations Letter of Credit Obligations, and (B) the Collateral Agent shall release to the relevant Borrower at such the Borrower’s 's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any)Letter of Credit Exposure. Following During the occurrence and at any time during the continuation existence of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Agent, regardless of any LC Outstandings (if any) that Letter of Credit Exposure which may remain outstanding. The Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. (i) If The Borrower hereby irrevocably waives the right to direct, during a Borrower is required to deposit Liquidity Event Period, the application of all funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, agrees that the LC Issuer requests Administrative Agent shall, except as provided in connection therewith to grant in favor of the Collateral AgentSection 2.13(g) (Payments and Computations) and clause (b) above, for the benefit of the LC Issuer, during a first priority Lien Liquidity Event Period apply all payments in respect of the Cash Collateral Account any Obligations and the all available funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account on a daily basis as follows: first, if such date is an Interest Payment Date, to accrued but unpaid interest on the Loans, ratably; second, to repay the outstanding principal amount of the Swing Loans until such Swing Loans have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; fourth, only if a Default has occurred and is continuing, to be held as cash collateral for the reimbursement Letter of any LC Credit Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount up equal to but not exceeding the excess, if any (immediately prior to the release of any such funds), 105% of the total amount aggregate Letter of Credit Undrawn Amounts; fifth to any other Obligation then due and payable; and then as otherwise directed by the Borrower. The Administrative Agent agrees so to apply such funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority LendersBorrower consents to such application. If (i) following such application or (ii) after all Letters of Credit shall have expired or be fully drawn and all Revolving Credit Commitments shall have been terminated, apply there are no Loans outstanding and no other Obligations that are then due and payable, then the Administrative Agent shall cause any remaining funds held in the Cash Collateral Account to be paid at the Obligations regardless written direction of any LC Outstandings the Borrower (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care or, in the custody and preservation absence of any funds held in such direction, to the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such fundsBorrower or another Person lawfully entitled thereto).

Cash Collateral Account. At any time and from time to time (i) If after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Lenders, may require the Borrower to deliver to the Administrative Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a Borrower is prepayment under Section 2.6(c) or (d), or to the extent any amount of a required prepayment under any of Sections 2.6(e) through 2.6(h) remains after prepayment of all outstanding Loans and Reimbursement Obligations and termination of the Commitments, as contemplated by Section 2.6(i), the Administrative Agent will retain such amount as may then be required to deposit funds be retained, such amounts in each case under clauses (i) and (ii) above to be held by the Administrative Agent in a cash collateral account (the "Cash Collateral Account pursuant Account"). The Borrower hereby grants to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Administrative Agent, for the benefit of the LC IssuerIssuing Lender and the Lenders, a first priority Lien in respect of the Cash Collateral Account upon and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be deemed made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to have exercised such care if such funds are accorded treatment substantially equivalent to that which investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Agent accords its own property, it being understood that the Collateral Agent Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of the Issuing Lender for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(c) or (d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (y) the aggregate principal amount of all Revolving Loans outstanding at such time and (z) the aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the aggregate Revolving Credit Commitments at such time and (ii) no Default or Event of Default shall have any responsibility for taking any necessary steps occurred and be continuing at such time. If the Borrower is required to preserve rights against any parties with respect provide cash collateral as a result of an Event of Default, such amount (to any such fundsthe extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Cash Collateral Account. The Agent alone shall have the sole power of withdrawal from the Cash Collateral Account, to be exercised as follows: (ia) If a Borrower is required Provided no Event of Default shall have occurred and be continuing, and provided that no Potential Default with respect to deposit the covenants set forth in Sections 7.1.2, 7.2.1, 7.2.16 and 7.2.17 shall have occurred and be continuing, the Agent shall withdraw all funds in the Cash Collateral Account pursuant at the end of each Business Day and deposit such funds into a designated general deposit account maintained by Borrowers with the Agent. (b) Upon the occurrence of an Event of Default, or upon the occurrence of a Potential Default with respect to this Agreement the covenants set forth in Sections 7.1.2, 7.2.1, 7.2.16 and 7.2.17, and for so long as such Event of Default or any Loan DocumentPotential Default shall be continuing, then the Agent in the exercise of its sole discretion may withdraw all funds in the Cash Collateral Account at the end of each Business Day ad deposit such funds into a designated general deposit account maintained by Borrowers with the Agent. All cash notes, checks, drafts or similar items of payment by or for the account of a Borrower shall establish deposited into the Cash Collateral Account and not withdrawn at the end of any Business Day in accordance with the previous sentence shall execute any document be deemed the sole and Security Agreementexclusive property of the Banks immediately upon the earlier of the receipt of such items by the Agent or the Depository or the receipt of such items by such Borrower; provided, including the LC Issuer’s standard form assignment of deposit accountshowever, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Agent, for the benefit purpose of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at computing interest hereunder such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and items shall be deemed to have exercised been collected and shall be applied by the Agent on account of the Revolving Credit Loans outstanding to such care if Borrower one (1) Business Day after receipt by the Agent (subject to correction for any items subsequently dishonored for any reason whatsoever). Notwithstanding anything to the contrary herein, all such items of payment shall, solely for purposes of determining the occurrence of such Event of Default, be deemed received upon actual receipt by the Agent, unless the same are subsequently dishonored for any reason whatsoever, and all funds are accorded treatment substantially equivalent to that which in the Cash Collateral Agent accords its own propertyAccount, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect including all payments made by or on behalf of and all credits due a Borrower, may be applied and reapplied in whole or in part to any such fundsof the Revolving Credit Loans to the extent and in the manner the Agent deems advisable.

Cash Collateral Account. (i) If a Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement or any Loan Document, then such Borrower shall establish the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account and the funds therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation continuance of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. (i) If a Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement Section 2.6(c), 2.7(b), 7.2(b) or any Loan Document7.3(b), then such Borrower and the Issuing Lender shall establish the Cash Collateral Account and Borrower shall execute any document documents and Security Agreementagreements, including the LC IssuerIssuing Lender’s standard form assignment of deposit accounts, that the LC Issuer Issuing Lender requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of establish the Cash Collateral Account and grant the Issuing Lender a first priority security interest in such account and the funds therein therein. Borrower hereby pledges to the Issuing Lender and grants the Issuing Lender a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent Issuing Lender may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations Letter of Credit Obligations, and (B) the Collateral Agent Issuing Lender shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any)Letter of Credit Exposure. Following During the occurrence and at any time during the continuation existence of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstandingin the order set forth in Section 7.6. (iii) The Collateral Agent Issuing Lender shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent Issuing Lender accords its own propertyProperty, it being understood that the Collateral Agent Issuing Lender shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. (iA) If a Borrower is On and after the Closing Date, all cash distributions required to be deposited by Holdings and the Company pursuant to Section 8.11(b)(y)(A) of the Credit Agreement shall be delivered to and held by the Agent to be invested by the Agent in a money market fund (the "Cash Collateral Account") established by a sponsor selected by the Agent, which such fund shall be under the exclusive control of the Agent, and which fund shall invest solely in Temporary Cash Investments; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Temporary Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. Such funds may be commingled with other funds held by the Agent for investment in such fund, but a separate accounting shall be maintained by the Agent therefor. Any income received with respect to the balance from time to time standing to the credit of the Cash Collateral Account, including any interest or capital gains on Temporary Cash Investments, shall remain, or be deposited, in the Cash Collateral Account. All right, title and interest in and to the cash amounts on deposit funds from time to time in the Cash Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (C) of this Agreement Section shall vest in the Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Security Capital shall cause Holdings and the Company to deposit (or any Loan Document, then such Borrower shall establish remit if paid by wire transfer) into the Cash Collateral Account and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests in connection therewith all amounts required to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of the Cash Collateral Account be deposited by Holdings and the funds Company therein as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations and (B) the Collateral Agent shall release to the relevant Borrower at such Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account to the Obligations regardless of any LC Outstandings (if any) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.pursuant to

Cash Collateral Account. (i) If a the Borrower is required to deposit funds in the Cash Collateral Account pursuant to this Agreement Sections 2.4(b) or any Loan Document(c), 7.2(b), or 7.3(b), then such the Borrower and the Agent shall establish the Cash Collateral Account and the Borrower shall execute any document documents and Security Agreementagreements, including the LC Issuer’s Agent's standard form assignment of deposit accounts, that the LC Issuer Agent requests in connection therewith to grant in favor of the Collateral Agent, for the benefit of the LC Issuer, a first priority Lien in respect of establish the Cash Collateral Account and grant the Agent a first priority security interest in such account and the funds therein therein. The Borrower hereby pledges to the Agent and grants the Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment in full of the Obligations. (ii) So long as no Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations Letter of Credit Obligations, and (B) the Collateral Agent shall release to the relevant Borrower at such the Borrower’s 's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any)Letter of Credit Exposure. Following During the occurrence and at any time during the continuation existence of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Agent, regardless of any LC Outstandings (if any) that Letter of Credit Exposure which may remain outstanding. The Agent may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Cash Collateral Account. At any time and from time to time (i) If after the occurrence and during the continuance of an Event of Default, the Agent, at the direction, or with the consent, of the Required Lenders, may require the Borrower to deliver to the Agent such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and (ii) in the event of a Borrower is prepayment under Section 2.6(c), the Agent will retain such amount as may then be required to deposit funds be retained under the proviso in Section 2.6(c), such amounts in each case under clauses (i) and (ii) above to be held by the Agent in a cash collateral account (the "Cash Collateral Account") as security for Letter of Credit Exposure, and for application to the Borrower's Reimbursement Obligations as and when the same shall arise. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Agent), amounts in the Cash Collateral Account pursuant shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event the Agent receives notice of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Agent will deliver to this Agreement or any Loan Documentthe Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, then if the amounts so held are less than such Borrower shall establish Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and shall execute any document and Security Agreement, including the LC Issuer’s standard form assignment of deposit accounts, that the LC Issuer requests reimbursement in connection therewith to grant in favor full of the Collateral Issuing Lender for all of its obligations thereunder shall be held by the Agent, for the benefit of the LC IssuerBorrower, a first priority Lien to be applied against the Obligations in respect such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.6(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the sum of (x) the Cash Collateral Account aggregate principal amount of all Revolving Loans outstanding at such time, (y) the aggregate principal amount of all Swingline Loans outstanding at such time and (z) the funds therein as security for aggregate Letter of Credit Exposure of all Lenders at such time would not exceed the payment in full of the Obligations. Aggregate Commitments at such time and (ii) So long as no Default or Event of Default exists, (A) the Collateral Agent may apply the funds held in the Cash Collateral Account only to the reimbursement of any LC Obligations shall have occurred and (B) the Collateral Agent shall release to the relevant Borrower be continuing at such Borrower’s written request any funds held in time. If the Cash Collateral Account in Borrower is required to provide cash collateral as a result of an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the LC Outstandings (if any). Following the occurrence and at any time during the continuation of any Event of Default, the Collateral Agent may, subject to Section 2.13 and Section 9.4(e), and in consultation with the LC Issuer and the Majority Lenders, apply any funds held in the Cash Collateral Account such amount (to the Obligations regardless of any LC Outstandings (if anyextent not applied as aforesaid) that may remain outstanding. (iii) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed returned to the Borrower within three (3) Business Days after all Events of Default have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such fundsbeen cured or waived.