Common use of Establishment of Deposit Account and Deposit Sub-Accounts Clause in Contracts

Establishment of Deposit Account and Deposit Sub-Accounts. On or prior to the Effective Date, the Administrative Agent shall establish a deposit account in the name of the Administrative Agent at JPMCB with the title “El Paso 2006 Deposit-Funded Credit Facility Deposit Account” (the “Deposit Account”). The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Deposit Lender in the Deposit Account (the interest of each such Lender in the Deposit Account, as evidenced by such records, being referred to as such Lender’s “Deposit Sub-Account”). The Administrative Agent shall establish such additional Deposit Sub-Accounts for assignee Deposit Lenders as shall be required pursuant to Section 10.04(b). No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Deposit Account or to exercise any other right or power with respect thereto except as expressly provided in paragraph (c) below or in Section 10.04(b). Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Deposits are and will at all times be property of the Deposit Lenders, and that no amount on deposit at any time in the Deposit Account shall be the property of any of the Credit Parties, constitute “Collateral” under the Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Credit Parties under the Loan Documents. Each Deposit Lender agrees that its right, title and interest in and to the Deposit Account shall be limited to the right to require amounts in its Deposit Sub-Account to be applied as provided in paragraph (c) below and that it will have no right to require the return of its Deposit other than as expressly provided in such paragraph (c) (each Deposit Lender hereby acknowledging that (i) its Deposit constitutes payment for its participations in Deposit Letters of Credit issued or to be issued hereunder, (ii) its Deposit and any investments made therewith shall secure its obligations to the Deposit Issuing Bank hereunder (each such Lender hereby granting to the Administrative Agent, for the benefit of the Deposit Issuing Bank, a security interest in its Deposit and agreeing that the Administrative Agent, as holder of the Deposits and any investments made therewith, will be acting, inter alia, as collateral agent for the Deposit Issuing Bank) and (iii) the Deposit Issuing Bank will be issuing, amending, renewing and extending Letters of Credit in reliance on the availability of such Lender’s Deposit to discharge such Lender’s obligations in accordance with Section 2.04(e) in connection with any LC Disbursement thereunder). The funding of the Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Deposit Issuing Bank and the Deposit Lenders with respect to the funding obligations of the Deposit Lenders under this Agreement, and the Deposits do not constitute loans or extensions of credit to any Credit Party. No Credit Party shall have any responsibility or liability to the Deposit Lenders, the Agents or any other Person in respect of the establishment, maintenance, administration or misappropriation of the Deposit Account (or any Deposit Sub-Account) or with respect to the investment of amounts held therein, including pursuant to paragraph (d) below, or the duties and responsibilities of the Administrative Agent with respect to the foregoing contemplated by paragraph (e) below. JPMCB hereby waives any right of setoff against the Deposits that it may have under applicable law or otherwise with respect to amounts owed to it by Deposit Lenders (it being agreed that such waiver shall not reduce the rights of JPMCB, in its capacity as the Deposit Issuing Bank or otherwise, to apply or require the application of the Deposits in accordance with the provisions of this Agreement).

Establishment of Deposit Account and Deposit Sub-Accounts. On or prior to the Effective Date, the Administrative Agent shall establish a deposit account in the name of the Administrative Agent at JPMCB with the title “El Paso 2006 2004 Deposit-Funded Credit Facility Deposit Account” (the “Deposit Account”). The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Deposit Lender in the Deposit Account (the interest of each such Lender in the Deposit Account, as evidenced by such records, being referred to as such Lender’s “Deposit Sub-Account”). The Administrative Agent shall establish such additional Deposit Sub-Accounts for assignee Deposit Lenders as shall be required pursuant to Section 10.04(b). No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Deposit Account or to exercise any other right or power with respect thereto except as expressly provided in paragraph (c) below or in Section 10.04(b). Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Deposits are and will at all times be property of the Deposit Lenders, and that no amount on deposit at any time in the Deposit Account shall be the property of any of the Credit Parties, constitute “Collateral” under the Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Credit Parties under the Loan Documents. Each Deposit Lender agrees that its right, title and interest in and to the Deposit Account shall be limited to the right to require amounts in its Deposit Sub-Account to be applied as provided in paragraph (c) below and that it will have no right to require the return of its Deposit other than as expressly provided in such paragraph (c) (each Deposit Lender hereby acknowledging that (i) its Deposit constitutes payment for its participations in Deposit Letters of Credit issued or to be issued hereunder, (ii) its Deposit and any investments made therewith shall secure its obligations to the Deposit Issuing Bank hereunder (each such Lender hereby granting to the Administrative Agent, for the benefit of the Deposit Issuing Bank, a security interest in its Deposit and agreeing that the Administrative Agent, as holder of the Deposits and any investments made therewith, will be acting, inter alia, as collateral agent for the Deposit Issuing Bank) and (iii) the Deposit Issuing Bank will be issuing, amending, renewing and extending Letters of Credit in reliance on the availability of such Lender’s Deposit to discharge such Lender’s obligations in accordance with Section 2.04(e) in connection with any LC Disbursement thereunder). The funding of the Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Deposit Issuing Bank and the Deposit Lenders with respect to the funding obligations of the Deposit Lenders under this Agreement, and the Deposits do not constitute loans or extensions of credit to any Credit Party. No Credit Party shall have any responsibility or liability to the Deposit Lenders, the Agents or any other Person in respect of the establishment, maintenance, administration or misappropriation of the Deposit Account (or any Deposit Sub-Account) or with respect to the investment of amounts held therein, including pursuant to paragraph (d) below, or the duties and responsibilities of the Administrative Agent with respect to the foregoing contemplated by paragraph (e) below. JPMCB hereby waives any right of setoff against the Deposits that it may have under applicable law or otherwise with respect to amounts owed to it by Deposit Lenders (it being agreed that such waiver shall not reduce the rights of JPMCB, in its capacity as the Deposit Issuing Bank or otherwise, to apply or require the application of the Deposits in accordance with the provisions of this Agreement).

Establishment of Deposit Account and Deposit Sub-Accounts. On or prior to the Effective Closing Date, the Administrative Agent shall establish a deposit account in the name of the Administrative Agent at JPMCB with the title “El Paso 2006 Tower 2007 Deposit-Funded Credit Facility Deposit Account” (the “Deposit Account”). The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Deposit Lender in the Deposit Account (the interest of each such Lender in the Deposit Account, as evidenced by such records, being referred to as such Lender’s “Deposit Sub-Account”). The Administrative Agent shall establish such additional Deposit Sub-Accounts for assignee Deposit Lenders as shall be required pursuant to Section 10.04(b)10.03. No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Deposit Account or to exercise any other right or power with respect thereto except as expressly provided in paragraph (c) below or in Section 10.04(b)10.03. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Deposits are and will at all times be property of the Deposit Lenders, and that no amount on deposit at any time in the Deposit Account shall be the property of any of the Credit Loan Parties, constitute “Collateral” under the Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Credit Loan Parties under the Loan Documents. Each Deposit Lender agrees that its right, title and interest in and to the Deposit Account shall be limited to the right to require amounts in its Deposit Sub-Account to be applied as provided in paragraph (c) below and that it will have no right to require the return of its Deposit other than as expressly provided in such paragraph (c) (each Deposit Lender hereby acknowledging that (i) its Deposit constitutes payment for its participations in Deposit Letters of Credit issued or to be issued hereunder, (ii) its Deposit and any investments made therewith shall secure its obligations to the Deposit Issuing Bank Lender hereunder (each such Lender hereby granting to the Administrative Agent, for the benefit of the Deposit Issuing BankLender, a security interest in its Deposit and agreeing that the Administrative Agent, as holder of the Deposits and any investments made therewith, will be acting, inter alia, as collateral agent for the Deposit Issuing BankLender) and (iii) the Deposit Issuing Bank Lender will be issuing, amending, renewing and extending Letters of Credit in reliance on the availability of such Lender’s Deposit to discharge such Lender’s obligations in accordance with Section 2.04(e2.02(f) in connection with any LC Disbursement thereunder). The funding of the Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Deposit Issuing Bank Lender and the Deposit Lenders with respect to the funding obligations of the Deposit Lenders under this Agreement, and the Deposits do not constitute loans or extensions of credit to any Credit Loan Party. No Credit Loan Party shall have any responsibility or liability to the Deposit Lenders, the Agents or any other Person in respect of the establishment, maintenance, administration or misappropriation of the Deposit Account (or any Deposit Sub-Account) or with respect to the investment of amounts held therein, including pursuant to paragraph (d) below, or the duties and responsibilities of the Administrative Agent with respect to the foregoing contemplated by paragraph (e) below. JPMCB hereby waives any right of setoff against the Deposits that it may have under applicable law or otherwise with respect to amounts owed to it by Deposit Lenders (it being agreed that such waiver shall not reduce the rights of JPMCB, in its capacity as the Deposit Issuing Bank Lender or otherwise, to apply or require the application of the Deposits in accordance with the provisions of this Agreement).