Common use of LC Collateral Account Clause in Contracts

LC Collateral Account. 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 issued for the account of such Borrower is outstanding or any 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 (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such Borrower shall have no interest other than as set forth in Section 8.1. 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 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 Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to Section 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 expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of such Borrower.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB the Administrative Agent having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or any amount is payable to any the Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an “the "LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the Borrower’s '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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB Bank One having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB JPMorgan having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an “the "LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the Borrower’s '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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB JPMorgan having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. 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 issued for the account of such Borrower is outstanding or any 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 (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such Borrower shall have no interest other than as set forth in Section 8.1. 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 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 Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to Section 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 expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of LC Exposure with respect to such Borrower.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB Bank of America having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or any amount is payable to any the Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in an LC Collateral Account pursuant to Section 2.7.3 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 Borrower (or such other Person as is entitled thereto under applicable Borrowerlaw). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the expiration or termination of, or any reduction in Administrative Agent shall use reasonable efforts to give the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations Borrower notice of such Borrowerdetermination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

LC Collateral Account. Each 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 issued for the account of such Borrower is Obligation remains 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 (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIIXIV, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.19.1. Each 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 such the 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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB Bank of America having a maturity not exceeding 30 days. If funds are deposited in an the LC Collateral Account pursuant to Section 2.7.3 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 applicable Borrower, upon the expiration or termination of, or any reduction in request of the amount available under, any applicable Letter of CreditBorrower, an amount equal to the excess (if any) of all funds in such the LC Collateral Account over the Letter of Credit Obligations of such BorrowerObligations.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or any amount is payable to any the Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the 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 Obligations of such BorrowerObligations. US 719308 The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in an LC Collateral Account pursuant to Section 2.7.3 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 Borrower (or such other Person as is entitled thereto under applicable Borrowerlaw). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the expiration or termination of, or any reduction in Administrative Agent shall use reasonable efforts to give the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations Borrower notice of such Borrowerdetermination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or any amount is payable to any the Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an “the "LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the Borrower’s '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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB 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 an LC Collateral Account pursuant to Section 2.7.3 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 Borrower (or such other Person as is entitled thereto under applicable Borrowerlaw). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the expiration or termination of, or any reduction in Administrative Agent shall use reasonable efforts to give the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations Borrower notice of such Borrowerdetermination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or and thereafter as long as any amount is 92 115525625.4 0063724-00082 payable to any the LC Issuer or the Lenders in respect of any such Letter of Credit, maintain a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an the “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII), in the name of such 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 such the Revolving Loan Borrower shall have no interest other than as set forth in Section 8.1interest. Each 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 such 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 applicable LC Collateral Account, Account to secure the prompt and complete payment and performance of the Obligations of such Borrowerand Permitted Swap Obligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB the Agent having a maturity not exceeding 30 days. If Nothing in this Section shall either obligate the Agent to require the Revolving Loan Borrower to deposit any funds are deposited in an LC Collateral Account pursuant to Section 2.7.3 and the provisions of Section 8.1 are not applicable, then the Administrative Agent shall release from the LC Collateral Account or limit the right of the Agent to the applicable Borrower, upon the expiration or termination of, or release any reduction funds held in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of such BorrowerAccount.

LC Collateral Account. 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 issued for the account of such Borrower is outstanding or any 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 (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which such Borrower shall have no interest other than as set forth in Section 8.1Section8.1. 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 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 Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to Section 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 expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of LC Exposure with respect to such Borrower.

LC Collateral Account. Each 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 issued for the account of such Borrower is outstanding or any amount is payable to any the Issuer or the Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an “the "LC Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of such the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such the Borrower shall have no interest other than as set forth in Section 8.1. Each 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 such the Borrower’s '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 Obligations of such BorrowerObligations. The Administrative Agent will invest any funds on deposit from time to time in any the LC Collateral Account in certificates of deposit of JPMCB JPMorgan having a maturity not exceeding 30 days. If funds are deposited The Administrative Agent agrees that when all Obligations have been paid in an LC Collateral Account pursuant to Section 2.7.3 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 Borrower (or such other Person as is entitled thereto under applicable Borrowerlaw). If the Administrative Agent determines that any Person other than the Borrower is entitled to such remaining funds, upon the expiration or termination of, or any reduction in Administrative Agent shall use reasonable efforts to give the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations Borrower notice of such Borrowerdetermination in advance of delivering such funds to any other Person, but the Administrative Agent shall have no liability for the failure to deliver such notice.

LC Collateral Account. 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 issued for the account of such Borrower is outstanding or any 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 (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which such Borrower shall have no interest other than as set forth in Section 8.1. 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 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 Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to Section 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 expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of LC Exposure with respect to such Borrower.

LC Collateral Account. 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 issued for the account of such Borrower is outstanding or any 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 (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders, and in which such Borrower shall have no interest other than as set forth in Section 8.1. 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 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 Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB Bank One having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to Section 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 expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the Letter of Credit Obligations of such Borrower.