Common use of LC Collateral Account Clause in Contracts

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any the Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “"LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersIssuer, a security interest in all of the Borrower’s 's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent Bank One having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 2.2(b) and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMCB having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Each Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains issued for the account of such Borrower is outstanding or any other amount is payable to any Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the such Borrower shall have no interest other than as set forth in Section 8.1. The Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the ObligationsObligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the any LC Collateral Account in certificates of deposit of the Administrative Agent JPMCB having a maturity not exceeding 30 days. If funds are deposited in the an LC Collateral Account pursuant to Section 2.1.4 2.7.3 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any applicable Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the such LC Collateral Account over the Letter of Credit ObligationsObligations of such Borrower.

LC Collateral Account. (i) The Borrower agrees that it will establish Administrative Agent shall maintain, in the name of the Administrative Agent, on behalf of the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of CreditSecured Parties, a special segregated cash collateral account pursuant to arrangements satisfactory to the Administrative Agent (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent’s office at Agent into which Cash Collateral shall be deposited as and when required under the address specified pursuant to Article XIII, in terms of this Agreement. Such deposits shall be held by the name Administrative Agent as collateral for the payment and performance of the obligations of Borrower but (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the sole dominion and control of the other Facility Documents. The Administrative Agent, Agent (for the benefit of the LC Issuers and the Lenders, and in which the Borrower ) shall have no interest other than as set forth in Section 8.1exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be Amounts on deposit in the LC Collateral Account, to secure Account shall not be invested. (ii) Amounts on deposit in the prompt and complete payment and performance of LC Collateral Account shall be applied by the Obligations. The Administrative Agent will invest to reimburse the applicable LC Issuer and for fees related to the Letters of Credit and for any funds Reimbursement Obligations that have not been repaid by the Borrower or through Collections and any portion of Reimbursement Borrowings that are not funded by Defaulting Committed Lenders or, if the Termination Date has occurred to satisfy other remaining Aggregate Exposure Amounts. If on deposit from time any Interest and Fee Payment Date prior to time the XX Xxxx Collateral Date, the balance in the LC Collateral Account in certificates respect of deposit all outstanding Letters of Credit exceeds the Required XX Xxxx Collateral Amount as of such Interest and Fee Payment Date, then, unless an Event of Termination, an Advance Suspension Event or a Potential Event of Termination shall exist and be continuing, the Administrative Agent having a maturity not exceeding 30 days. If shall release the excess Cash Collateral to the Borrower. (iii) To the extent that any Letters of Credit are outstanding and undrawn on the XX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required XX Xxxx Collateral Amount pursuant to Section 2.07(a)(vi) or Section 2.08(b)(v), as applicable, it being understood that funds are deposited on deposit in the LC Collateral Account pursuant will not be used to Section 2.1.4 fund draws prior to the Termination Date. On the Interest and Fee Payment Date after the Termination Date after which all Letters of Credit have expired or been terminated, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to such Letters of Credit have been paid in full and the provisions of Section 8.1 are not applicableFinal Collection Date has occurred, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over shall be remitted to the Letter of Credit ObligationsBorrower.

LC Collateral Account. The Each Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains issued for the account of such Borrower is outstanding or any other amount is payable to any Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the such Borrower shall have no interest other than as set forth in Section 8.1. The Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the ObligationsObligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the any LC Collateral Account in certificates of deposit of the Administrative Agent JPMCB having a maturity not exceeding 30 days. If funds are deposited in the an LC Collateral Account pursuant to Section 2.1.4 2.7.3 or 2.7.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any applicable Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the such LC Collateral Account over the Letter of Credit ObligationsLC Exposure with respect to such Borrower.

LC Collateral Account. The Borrower Company agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.18.02), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any Issuer or the Lenders Banks in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIISection 10.02, in the name of the Borrower Company but under the sole dominion and control of the Administrative Agent, for the benefit of the LendersBanks, and in which the Borrower Company shall have no interest other than as set forth in Section 8.18.02. The Borrower Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders Banks and the Issuers, a security interest in all of the BorrowerCompany’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent U.S. Bank having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to this Section 2.1.4 2.16(k) and the provisions of Section 8.1 8.02 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the BorrowerCompany, upon the request expiration or termination of, or any reduction in the amount available under, any Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “"LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s 's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMorgan having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 2.2(b) and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. (a) As a condition precedent to the obligation of the LC Bank to issue Letters of Credit and the obligation of LC Participants to make Participation Advances, the Administrative Seller shall have established the LC Collateral Account. The Borrower agrees that it will establish on related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account: (i) pursuant to, but without duplication of, Sections 2.3 and 2.4, from and after the Facility Termination Date Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account equals 100% of the LC Participation Amount plus the amount of all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit; (ii) on or on such earlier before the date as may of the related reduction of the Purchase Limit, the amounts required to be required deposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 8.11.1(e); and (iii) on or before the related Termination Date, and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable the amounts required to any Issuer or be deposited into the Lenders LC Collateral Account in respect of any Letter of Credit, a special collateral account connection with Terminating Financial Institutions pursuant to arrangements satisfactory to the Administrative Agent Section 4.6. (the “LC Collateral Account”b) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be Amounts on deposit in the LC Collateral AccountAccount shall be applied by the Agent to reimburse the LC Bank for Reimbursement Obligations for which it has not been reimbursed or, if the Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to secure satisfy other Aggregate Unpaids. If on any Settlement Date, the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time balance in the LC Collateral Account in certificates exceeds the amount required to be held therein as of deposit of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Administrative Agent having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account such excess to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligationsapplicable Seller.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMorgan having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 2.1.5 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent Bank of America having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 2.2(b) and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. The Each Borrower agrees that it will establish on the Revolving Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains issued for the account of such Borrower is outstanding or any other amount is payable to any Issuer or the Revolving Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the such Borrower shall have no interest other than as set forth in Section 8.1Section8.1. The Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Revolving Lenders and the Issuers, a security interest in all of the such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the ObligationsObligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the any LC Collateral Account in certificates of deposit of the Administrative Agent JPMCB having a maturity not exceeding 30 days. If funds are deposited in the an LC Collateral Account pursuant to Section 2.1.4 2.7.3 or 2.7.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any applicable Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the such LC Collateral Account over the Letter of Credit ObligationsLC Exposure with respect to such Borrower.

LC Collateral Account. The Borrower agrees that that, if any Letter of Credit is outstanding on the Termination Date, it will establish on the Facility Termination Date such date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any the Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “"LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersIssuer, a security interest in all of the Borrower’s 's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in the LC Collateral Account pursuant to Section 2.1.4 full and the provisions all Letters of Section 8.1 are not applicableCredit have expired or been terminated, then the Administrative Agent shall release from will deliver all remaining funds in the LC Collateral Account to the BorrowerBorrower (or such other Person as is entitled thereto under applicable law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the request Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Borrower, an amount equal Administrative Agent shall have no liability for the failure to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligationsdeliver such notice.

LC Collateral Account. The Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.19.1), and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable to any Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIIXIV, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.19.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent Bank of America having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 2.2(b) and the provisions of Section 8.1 9.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligations.

LC Collateral Account. (a) The Borrower agrees that it will establish on related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account: (i) pursuant to, but without duplication of, Sections 2.3 and 2.4 from and after the Facility Termination Date Date, the amount necessary to cash collateralize the LC Participation Amount with respect to all outstanding Letters of Credit until the amount of cash collateral held in the LC Collateral Account equals 100% of the LC Participation Amount plus the amount of all LC Fees and all “LC Participant Fees” (as defined in the Fee Letter) to accrue thereon through the scheduled expiration of the related Letters of Credit, in each case, as reasonably estimated by the LC Bank; (ii) on or on such earlier before the date as may of the related reduction of the Purchase Limit, the amounts required to be required deposited into the LC Collateral Account in connection with a termination or reduction pursuant to Section 8.11.1(e); and (iii) on or before the related Termination Date, and thereafter maintain so long as any Letter of Credit Obligation remains outstanding or any other amount is payable the amounts required to any Issuer or be deposited into the Lenders LC Collateral Account in respect of any Letter of Credit, a special collateral account connection with Terminating Financial Institutions pursuant to arrangements satisfactory to the Administrative Agent Section 4.6. (the “LC Collateral Account”b) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be Amounts on deposit in the LC Collateral AccountAccount shall be applied by the Agent to reimburse the LC Bank for Reimbursement Obligations for which it has not been reimbursed or, if the Amortization Date has occurred and all Letters of Credit have been terminated, shall be applied to secure satisfy other Aggregate Unpaids (if any) in accordance with and subject to the prompt and complete payment and performance order of priority set forth in Section 2.4. If on any Settlement Date, the Obligations. The Administrative Agent will invest any funds on deposit from time to time balance in the LC Collateral Account in certificates exceeds the amount required hereunder to be held therein as of deposit of such Settlement Date, then, the Administrative Agent having a maturity not exceeding 30 days. If funds are deposited in the LC Collateral Account pursuant to Section 2.1.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account such excess to the Borrower, upon the request of the Borrower, an amount equal applicable Servicers to the excess satisfy Aggregate Unpaids (if any) in accordance with and subject to the order of all funds priority in the LC Collateral Account over the Letter of Credit ObligationsSection 2.4.

LC Collateral Account. The Each Borrower agrees that it will establish on the Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains issued for the account of such Borrower is outstanding or any other amount is payable to any Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the such Borrower shall have no interest other than as set forth in Section 8.1. The Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuers, a security interest in all of the such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the ObligationsObligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the any LC Collateral Account in certificates of deposit of the Administrative Agent Bank One having a maturity not exceeding 30 days. If funds are deposited in the an LC Collateral Account pursuant to Section 2.1.4 2.7.3 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any applicable Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the such LC Collateral Account over the Letter of Credit ObligationsObligations of such Borrower.

LC Collateral Account. The Each Borrower agrees that it will establish on the Revolving Facility Termination Date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains issued for the account of such Borrower is outstanding or any other amount is payable to any Issuer or the Revolving Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the such Borrower shall have no interest other than as set forth in Section 8.1. The Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Revolving Lenders and the Issuers, a security interest in all of the such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the ObligationsObligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in the any LC Collateral Account in certificates of deposit of the Administrative Agent JPMCB having a maturity not exceeding 30 days. If funds are deposited in the an LC Collateral Account pursuant to Section 2.1.4 2.7.3 or 2.7.4 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the request expiration or termination of, or any reduction in the amount available under, any applicable Letter of the BorrowerCredit, an amount equal to the excess (if any) of all funds in the such LC Collateral Account over the Letter of Credit ObligationsLC Exposure with respect to such Borrower.

LC Collateral Account. The Borrower agrees that that, if any Letter of Credit is outstanding on the Termination Date, it will establish on the Facility Termination Date such date (or on such earlier date as 3099077v.3 may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any the Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersIssuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in the LC Collateral Account pursuant to Section 2.1.4 full and the provisions all Letters of Section 8.1 are not applicableCredit have expired or been terminated, then the Administrative Agent shall release from will deliver all remaining funds in the LC Collateral Account to the BorrowerBorrower (or such other Person as is entitled thereto under applicable law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the request Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Borrower, an amount equal Administrative Agent shall have no liability for the failure to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligationsdeliver such notice.

LC Collateral Account. The Borrower agrees that that, if any Letter of Credit is outstanding on the Termination Date, it will establish on the Facility Termination Date such date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any the Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “"LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersIssuer, a security interest in all of the Borrower’s 's right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent Bank One having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in the LC Collateral Account pursuant to Section 2.1.4 full and the provisions all Letters of Section 8.1 are not applicableCredit have expired or been terminated, then the Administrative Agent shall release from will deliver all remaining funds in the LC Collateral Account to the BorrowerBorrower (or such other Person as is entitled thereto under applicable law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the request Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Borrower, an amount equal Administrative Agent shall have no liability for the failure to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligationsdeliver such notice.

LC Collateral Account. The Borrower agrees that that, if any Letter of Credit is outstanding on the Termination Date, it will establish on the Facility Termination Date such date (or on such earlier date as may be required pursuant to Section 8.1), and thereafter maintain so long as any Letter of Credit Obligation remains is outstanding or any other amount is payable to any the Issuer or the Lenders in respect of any Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersIssuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations. US 719308 The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in the LC Collateral Account pursuant to Section 2.1.4 full and the provisions all Letters of Section 8.1 are not applicableCredit have expired or been terminated, then the Administrative Agent shall release from will deliver all remaining funds in the LC Collateral Account to the BorrowerBorrower (or such other Person as is entitled thereto under applicable law). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the request Administrative Agent shall use reasonable efforts to give the Borrower notice of such determination in advance of delivering such funds to any other Person, but the Borrower, an amount equal Administrative Agent shall have no liability for the failure to the excess (if any) of all funds in the LC Collateral Account over the Letter of Credit Obligationsdeliver such notice.

LC Collateral Account. The Revolving Loan Borrower agrees that it will establish on will, upon the Facility Termination Date (request of the Agent or on such earlier Required Lenders and until the final expiration date as may be required pursuant to Section 8.1), and thereafter maintain so long as of any Letter of Credit Obligation remains outstanding or and thereafter as long as any other amount is 92 115525625.4 0063724-00082 payable to any the LC Issuer or the Lenders in respect of any Letter of Credit, maintain a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII), in the name of the Revolving Loan Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, Lenders and in which the Revolving Loan Borrower shall have no interest other than as set forth in Section 8.1interest. The Revolving Loan Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the IssuersLC Issuer, a security interest in all of the Revolving Loan Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account, Account to secure the prompt and complete payment and performance of the Obligations and Permitted Swap Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of the Administrative Agent having a maturity not exceeding 30 days. If funds are deposited Nothing in this Section shall either obligate the LC Collateral Account pursuant Agent to Section 2.1.4 and require the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account Revolving Loan Borrower to the Borrower, upon the request of the Borrower, an amount equal to the excess (if any) of all deposit any funds in the LC Collateral Account over or limit the Letter right of Credit Obligationsthe Agent to release any funds held in the LC Collateral Account.