Common use of LC Collateral Account Clause in Contracts

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds on deposit in the LC Collateral Account after all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect to the Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted to the Seller.

LC Collateral Account. (a) If any As a condition precedent to the obligation of the LC Bank to issue Letters of Credit are outstanding and undrawn on the obligation of LC Participants to make Participation Advances, the Administrative Seller shall have established the LC Collateral Account for the benefit of the LC Bank and the LC Participants. The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account: (i) from and after the Facility Termination Date, the applicable 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 shall be funded from Collections (or by other funds available to equals 100% of the Seller) in an amount equal to LC Participation Amount plus the aggregate undrawn face amount of such all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit plus fees Credit; (ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to accrue through be deposited into the stated expiration dates thereofLC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and (iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds Amounts on deposit in the LC Collateral Account after 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 expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect to the Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted applied to satisfy other Aggregate Unpaids. If on any Settlement Date, the balance in the LC Collateral Account exceeds the amount required to be held therein as of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Agent shall release such excess to the applicable Seller.

LC Collateral Account. (ai) If any Letters The Administrative Agent shall maintain, in the name of Credit are outstanding the Administrative Agent, on behalf of the Secured Parties, a segregated cash collateral account (such account the “LC Collateral Account”) at an Eligible Account Bank selected by the Administrative Agent into which Cash Collateral shall be deposited as and undrawn when required under the terms of this Agreement. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower (or, with respect to Cash Collateral deposited in respect of a Defaulting Committed Lender, such Defaulting Committed Lender) under this Agreement and the other Facility Documents. The Administrative Agent (for the benefit of the LC Issuers and the Lenders) shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account. Amounts on deposit in the Termination Date, LC Collateral Account shall not be invested. (ii) Amounts on deposit in the applicable LC Collateral Account shall be funded from Collections (or applied by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used Administrative Agent to reimburse the applicable LC Bank Issuer and for fees related to the Letters of Credit and for any draws on the Letters of Credit which Reimbursement Obligations that have not been reimbursed repaid by the Seller Borrower or repaid from Collectionsthrough 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 at on any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time Interest and Fee Payment Date prior to the Termination LX Xxxx Collateral Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from balance in the LC Collateral Account on such Settlement Date so long in respect of all outstanding Letters of Credit exceeds the Required LX Xxxx Collateral Amount as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Interest and Fee Payment Date, the Purchased Interest does not exceed 100% and no Termination then, unless an Event of Termination, an Advance Suspension Event or Unmatured a Potential Event of Termination Event has occurred shall exist and is be continuing. Any amounts released from , the Administrative Agent shall release the excess Cash Collateral to the Borrower. (iii) To the extent that any Letters of Credit are outstanding and undrawn on the LX Xxxx Collateral Date, the LC Collateral Account shall be funded in an amount up to the Required LX Xxxx Collateral Amount pursuant to the foregoing two sentences shall be released to the Servicer (Section 2.07(a)(vi) or if so requested by the AdministratorSection 2.08(b)(v), to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any applicable, it being understood that funds on deposit in the LC Collateral Account will not be used to 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 expiredexpired or been terminated, all draws on the Letters of Credit have been reimbursed, all fees Participation Advances have been repaid, all Used Fees, Fronting Fees and Other LC Fees due with respect to the such Letters of Credit have been paid in fullfull and the Final Collection Date has occurred, and this Agreement has been terminated, all funds in the LC Collateral Account shall be remitted to the SellerBorrower.

LC Collateral Account. (ai) If any Letters Within 30 Business Days of Credit are outstanding and undrawn on the Termination Closing Date, the applicable Borrower shall (x) establish an LC Collateral Account shall be funded from Collections (with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or by other funds available with another financial institution acceptable to the Seller) in an amount equal to Administrative Agent (the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable “LC Collateral Account will Bank”) and (y) cause an agreement to be used to reimburse the applicable LC Bank for fees related entered into with respect to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds among the aggregate amount available Borrower, the Administrative Agent and the LC Collateral Account Bank that provides, among other things, that the LC Collateral Bank shall solely (and at all times) follow the instructions of the Administrative Agent with respect to be drawn under such LC Bank’s Letters Collateral Account (including with respect to the disposition of Credit at such time, plus funds therein) and that the amount Administrative Agent has “control” (within the meaning of Section 9-104 of the Expected UCC) of such LC Fees therefor at such timeCollateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, such excess amount shall the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be released from in form and substance satisfactory to the LC Collateral Account Bank in its sole reasonable discretion. The Administrative Agent agrees to reasonably cooperate with the Borrower in the establishment of such LC Collateral Account. In additionNotwithstanding anything to the contrary herein, only the Administrative Agent shall have the right to withdraw amounts from the LC Collateral Account. The Borrower shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any LC Collateral Account or to direct the LC Collateral Bank with respect to the LC Collateral Account or the monies, instruments and other property from time to time prior remitted thereto. In the event that any funds are required to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on deposited in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences terms of this Agreement before the LC Account Initial Establishment has occurred, such funds shall be released to deposited in the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 Agent Account (and such amounts shall constitute “Collections” for all purposes thereof). Any funds on deposit be deemed to have been deposited in the LC Collateral Account after for purposes of this Agreement) and, upon the occurrence of the LC Account Establishment, the Administrative Agent shall deposit such funds in the LC Collateral Account. (ii) The Lenders and the Administrative Agent may deposit into the LC Collateral Account all Letters amounts as contemplated herein. (iii) If, for any reason, the LC Collateral Account Bank wishes to resign as depositary of Credit have expiredthe LC Collateral Account or fails to carry out the instructions of the Administrative Agent, all draws on then the Letters of Credit have been reimbursed, all fees due with respect to Administrative Agent shall promptly notify the Letters of Credit have been paid in full, and this Agreement Lenders. Neither the Lenders nor the Administrative Agent shall close the LC Collateral Account unless a new deposit account has been terminated, established with a new depositary institution whereupon such new account shall be remitted to become the SellerLC Collateral Account.

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn There is hereby established with the Administrative Agent an account (the "LC Collateral Account") on the Termination Datebooks of The Bank of New York in the name and under the control of the Administrative Agent into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the LC Collateral Account, including any interest 140 or capital gains on Liquid Investments, shall remain, or be deposited, in the applicable LC Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall be funded from Collections constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (or the "Relevant Contingent Exposure") shall become fixed (a "Direct Exposure") as a result of the payment by other funds available to the Seller) in an amount equal to LC Agent of a draft presented under a Letter of Credit, the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through Direct Exposure (but not more than the stated expiration dates thereof. (b) Funds amount in the applicable LC Collateral Account will at the time) shall be used to reimburse withdrawn by the applicable Administrative Agent from the LC Bank for fees related Collateral Account and shall be paid to the Letters of Credit Banks in accordance with their Pro Rata Share, and for any draws on the Letters of Credit which have not been reimbursed Relevant Contingent Exposure shall thereupon be reduced by the Seller or repaid from Collectionssuch amount. If at any time the amount of in the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount available to shall, so long as no Event of Default shall have occurred and be drawn under such LC Bank’s Letters continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Credit at such time, plus the amount of the Expected LC Fees therefor at such timeDefault shall have occurred and be continuing, such excess amount shall be released from such retained in the LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds If immediately available cash on deposit in the LC Collateral Account after is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be made until such liquidation has taken place. (b) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect balance from time to time standing to the Letters credit of Credit have been paid the LC Collateral Account in full, and this Agreement has been terminated, the manner specified in Section 9. (c) Amounts on deposit in the LC Collateral Account shall be remitted invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent, provided that, if an Event of Default has occurred and is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof to the Seller.payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments of the type described in clauses 10 141

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on after Max Re has been required to deposit amounts in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect (or maintain Collateral in the Custody Account) pursuant to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date2.14, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from Administrative Agent determines that the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds amount on deposit in the LC Collateral Account after or the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Re to deposit, and Max Re shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall. (b) The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Re to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents (c) Neither Max Re nor any Person claiming on behalf of or through Max Re shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all Letters of Credit the LC Obligations for which such Collateral has been deposited have expiredbeen indefeasibly paid in full, all draws on the applicable Commitments have been terminated and applicable Letters of Credit have been reimbursedterminated or expired, all fees due with respect to at which time any Collateral remaining in the Letters of Credit have been paid in full, and this Agreement has been terminated, LC Collateral Account shall be remitted returned by the Administrative Agent to Max Re. Notwithstanding the Sellerforegoing, in the event that the amount of the Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 exceeds the amount required to be deposited pursuant thereto, upon request of Max Re, the Administrative Agent will release the excess Collateral.

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on after Max Bermuda has been required to deposit amounts in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect (or maintain Collateral in the Custody Account) pursuant to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date2.14, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from Administrative Agent determines that the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds amount on deposit in the LC Collateral Account after or the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall. (b) The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents (c) Neither Max Bermuda nor any Person claiming on behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all Letters of Credit the LC Obligations for which such Collateral has been deposited have expiredbeen indefeasibly paid in full, all draws on the applicable Commitments have been terminated and applicable Letters of Credit have been reimbursedterminated or expired, all fees due with respect to at which time any Collateral remaining in the Letters of Credit have been paid in full, and this Agreement has been terminated, LC Collateral Account shall be remitted returned by the Administrative Agent to Max Bermuda. Notwithstanding the Sellerforegoing, in the event that the amount of the Collateral held in the LC Account exceeds the amount required to be deposited, upon request of Max Bermuda, the Administrative Agent will release the excess Collateral.

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn There is hereby established with the Administrative Agent an account with account number 8900570277, with the account name “Foot Locker, Inc. L/C Collateral Account (the “LC Collateral Account”) on the Termination Datebooks of The Bank of New York (in its capacity as Administrative Agent) into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the LC Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the applicable LC Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall be funded from Collections constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (or the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by other funds available to the Seller) in an amount equal to LC Agent of a draft presented under a Letter of Credit, the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through Direct Exposure (but not more than the stated expiration dates thereof. (b) Funds amount in the applicable LC Collateral Account will at the time) shall be used to reimburse withdrawn by the applicable Administrative Agent from the LC Bank for fees related Collateral Account and shall be paid to the Letters of Credit Banks in accordance with their Revolver Pro Rata Share, and for any draws on the Letters of Credit which have not been reimbursed Relevant Contingent Exposure shall thereupon be reduced by the Seller or repaid from Collectionssuch amount. If at any time the amount of in the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount available to shall, so long as no Event of Default shall have occurred and be drawn under such LC Bank’s Letters continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Credit at such time, plus the amount of the Expected LC Fees therefor at such timeDefault shall have occurred and be continu­ing, such excess amount shall be released from such retained in the LC Collateral Colla­teral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds If immediately available cash on deposit in the LC Collateral Account after is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. (b) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect balance from time to time standing to the Letters credit of Credit have been paid the LC Collateral Account in full, and this Agreement has been terminated, the manner specified in Section 9. (c) Amounts on deposit in the LC Collateral Account shall be remitted invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent, provided that, if an Event of Default has occurred and is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof to the Seller.payment of the Secured Obligations in the manner specified in Section 9. For this purpose, “Liquid Investments” means Temporary Cash Investments of the type described in clauses (i) through (v) of the definition thereof; provided that (x) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (y) in order to provide the Administrative Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

LC Collateral Account. (a) If any Letters and when required for the purposes hereof or of Credit are outstanding and undrawn on the Termination Dateother Loan Documents, the applicable Administrative Agent will establish with respect to the Obligors an account (the “LC Collateral Account”) in the name and under the exclusive control of the Administrative Agent (within the meaning of Sections 8-106 and 9-104 of the UCC) into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(d) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the LC Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the LC Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall be funded from Collections constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (or the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by other funds available to any LC Agent of a draft presented under a Letter of Credit, the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through Direct Exposure (but not more than the stated expiration dates thereof. (b) Funds amount in the applicable LC Collateral Account will at the time) shall be used to reimburse withdrawn by the applicable Administrative Agent from the LC Bank for fees related Collateral Account and shall be paid to the Letters of Credit Banks in accordance with their Revolver Pro Rata Share, and for any draws on the Letters of Credit which have not been reimbursed Relevant Contingent Exposure shall thereupon be reduced by the Seller or repaid from Collectionssuch amount. If at any time the amount of in the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount available to shall, so long as no Event of Default shall have occurred and be drawn under such LC Bank’s Letters continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Credit at such time, plus the amount of the Expected LC Fees therefor at such timeDefault shall have occurred and be continuing, such excess amount shall be released from such retained in the LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds If immediately available cash on deposit in the LC Collateral Account after is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. (b) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect balance from time to time standing to the Letters credit of Credit have been paid the LC Collateral Account in full, and this Agreement has been terminated, the manner specified in Section 9. (c) Amounts on deposit in the LC Collateral Account shall be remitted invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof to the Seller.payment of the Secured Obligations in the manner specified in Section 9. For this purpose, “Liquid Investments” means Temporary Cash Investments of the type described in clauses (i) through (v) of the definition thereof; provided that (x) each Liquid Investment shall mature within 30 days after it is acquired by the Administrative Agent and (y) in order to provide the Administrative Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on after Max Bermuda has been required to deposit amounts in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect (or maintain Collateral in the Custody Account) pursuant to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date2.14, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from Administrative Agent determines that the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds amount on deposit in the LC Collateral Account after or the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall. (b) The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents (c) Neither Max Bermuda nor any Person claiming on behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all Letters of Credit the LC Obligations for which such Collateral has been deposited have expiredbeen indefeasibly paid in full, all draws on the applicable Commitments have been terminated and applicable Letters of Credit have been reimbursedterminated or expired, all fees due with respect to at which time any Collateral remaining in the Letters of Credit have been paid in full, and this Agreement has been terminated, LC Collateral Account shall be remitted returned by the Administrative Agent to Max Bermuda. Notwithstanding the Sellerforegoing, in the event that the amount of the Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 exceeds the amount required to be deposited pursuant thereto, upon request of Max Bermuda, the Administrative Agent will release the excess Collateral.

LC Collateral Account. (a) If any As a condition precedent to the obligation of the LC Bank to issue Letters of Credit are outstanding and undrawn on the obligation of LC Participants to make Participation Advances, the Administrative Seller shall have established the LC Collateral Account for the benefit of the LC Bank and the LC Participants. The related Sellers or Administrative Seller, as applicable, shall deposit in such LC Collateral Account: (i) from and after the Facility Termination Date, the applicable 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 shall be funded from Collections (or by other funds available to equals 100% of the Seller) in an amount equal to LC Participation Amount plus the aggregate undrawn face amount of such all LC Fees to accrue thereon through the scheduled expiration of the related Letters of Credit plus fees Credit; (ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to accrue through be deposited into the stated expiration dates thereofLC Collateral Account in connection with a termination or reduction pursuant to Section 2.1(e); and (iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 5.6. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds Amounts on deposit in the LC Collateral Account after 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 expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect to the Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted applied to satisfy other Aggregate Unpaids. If on any Settlement Date, the balance in the LC Collateral Account exceeds the amount required to be held therein as of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Agent shall release such excess to the applicable Seller.

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on after Max Bermuda has been required to deposit amounts in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect (or maintain Collateral in the Custody Account) pursuant to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date2.14, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from Administrative Agent determines that the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds amount on deposit in the LC Collateral Account after or the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall. (b) The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents (c) Neither Max Bermuda nor any Person claiming on behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all Letters of Credit the LC Obligations for which such Collateral has been deposited have expiredbeen indefeasibly paid in full, all draws on the applicable Commitments have been terminated and applicable Letters of Credit have been reimbursedterminated or expired, all fees due with respect to at which time any Collateral remaining in the Letters of Credit have been paid in full, and this Agreement has been terminated, LC Collateral Account shall be remitted returned by the Administrative Agent to Max Bermuda. Notwithstanding the Sellerforegoing, in the event that the amount of the Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 exceeds the amount required to be deposited pursuant thereto, upon request of Max Bermuda, the Administrative Agent will release the excess Collateral. THIS GUARANTY AGREEMENT, dated as of the day of , 20[ ] (this “Guaranty”), is made by [NAME OF GUARANTOR], a Bermuda company, (the “Guarantor”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below.

LC Collateral Account. (a) If any Letters of Credit are outstanding The 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 undrawn on 2.4 from and after the Facility Termination Date, the applicable 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 shall be funded from Collections (or by other funds available to equals 100% of the Seller) in an amount equal to LC Participation Amount plus the aggregate undrawn face amount of such 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 plus fees Credit, in each case, as reasonably estimated by the LC Bank; (ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to accrue through be deposited into the stated expiration dates thereofLC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and (iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds Amounts on deposit in the LC Collateral Account after 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 expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect to the Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted applied to satisfy other Aggregate Unpaids. If on any Settlement Date, the balance in the LC Collateral Account exceeds the amount required to be held therein as of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Agent shall release such excess to the applicable Seller.

LC Collateral Account. (a) If any As a condition precedent to the obligation of the LC Bank to issue Letters of Credit are outstanding and undrawn on the obligation of LC Participants to make Participation Advances, the Administrative Seller shall have established the LC Collateral Account. The 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, the applicable 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 shall be funded from Collections (or by other funds available to equals 100% of the Seller) in an amount equal to LC Participation Amount plus the aggregate undrawn face amount of such 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 plus fees Credit, in each case, as reasonably estimated by the LC Bank; (ii) on or before the date of the related reduction of the Purchase Limit, the amounts required to accrue through be deposited into the stated expiration dates thereofLC Collateral Account in connection with a termination or reduction pursuant to Section 1.1(e); and (iii) on or before the related Termination Date, the amounts required to be deposited into the LC Collateral Account in connection with Terminating Financial Institutions pursuant to Section 4.6. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds Amounts on deposit in the LC Collateral Account after 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 expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect to the Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted applied to satisfy other Aggregate Unpaids. If on any Settlement Date, the balance in the LC Collateral Account exceeds the amount required to be held therein as of such Settlement Date, then, unless an Amortization Event or Potential Amortization Event shall exist and be continuing, the Agent shall release such excess to the applicable Seller.

LC Collateral Account. (ai) If any Letters of Credit are outstanding The Issuing Bank is hereby authorized to establish and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or by other funds available to the Seller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through the stated expiration dates thereof. (b) Funds in the applicable LC Collateral Account will be used to reimburse the applicable LC Bank for fees related to the Letters of Credit and for any draws on the Letters of Credit which have not been reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate amount available to be drawn under such LC Bank’s Letters of Credit at such time, plus the amount of the Expected LC Fees therefor at such time, such excess amount shall be released from such LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from maintain the LC Collateral Account pursuant to the foregoing two sentences shall be released account documentation in form and substance satisfactory to the Servicer Issuing Bank. The Borrower shall deposit or cause to be deposited into the LC Collateral Account, from time to time, the XX Xxxx Collateral required to be deposited under Section 1.03(e) hereof. All amounts on deposit in the XX Xxxx Collateral Account will be under the sole dominion and control of the Issuing Bank, and the Borrower shall not be permitted to withdraw funds from the XX Xxxx Collateral Account at any time without the prior written approval of the Issuing Bank in its sole discretion. (ii) The Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Issuing Bank a first priority Lien upon the LC Collateral Account and all money, cash or if so requested cash equivalents deposited therein from time to time, whether now owned or at any time hereafter acquired by the AdministratorBorrower or in which the Borrower now has or at any time in the future may acquire any right, title or interest. The Borrower agrees that it shall, at its expense and upon the request of Issuing Bank, duly execute and deliver, or cause to be duly executed and delivered, to a separate account approved by the Administrator) Issuing Bank such LC Documents or further documents, and do and cause to be done such further acts, as may be necessary or proper in the opinion of the Issuing Bank for the attachment, perfection and maintenance of a first priority Lien on the LC Collateral Account in favor of the Issuing Bank. (iii) The balance from time to time in such LC Collateral Account shall constitute part of the Collateral securing the LC Disbursements and shall not constitute payment of the LC Disbursements until applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for herein provided. Notwithstanding any other provision hereof to the contrary, all purposes thereof). Any funds on deposit amounts held in the LC Collateral Account after shall constitute collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second for the other Obligations owed to the Issuing Bank hereunder until such time as all Letters of Credit have expired, all draws on the Letters of Credit shall have been reimbursed, terminated and all fees due with of the liabilities in respect to the of Letters of Credit have been paid in full, and this Agreement has been terminated, shall be remitted to the Seller.

LC Collateral Account. (a) If any Letters of Credit are outstanding and undrawn There is hereby established with the Administrative Agent an account (the "LC Collateral Account") on the Termination Datebooks of The Bank of New York in the name and under the control of the Administrative Agent into which there shall be deposited from time to time the amounts required to be deposited therein by the Company pursuant to Sections 2.06(f) and 6.03 of the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent with respect to the balance from time to time standing to the credit of the LC Collateral Account, including any interest 135 or capital gains on Liquid Investments, shall remain, or be deposited, in the applicable LC Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall be funded from Collections constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Exposure on which any deposit in the LC Collateral Account was based (or the "Relevant Contingent Exposure") shall become fixed (a "Direct Exposure") as a result of the payment by other funds available to the Seller) in an amount equal to LC Agent of a draft presented under a Letter of Credit, the aggregate undrawn face amount of such Letters of Credit plus fees to accrue through Direct Exposure (but not more than the stated expiration dates thereof. (b) Funds amount in the applicable LC Collateral Account will at the time) shall be used to reimburse withdrawn by the applicable Administrative Agent from the LC Bank for fees related Collateral Account and shall be paid to the Letters of Credit Banks in accordance with their Pro Rata Share, and for any draws on the Letters of Credit which have not been reimbursed Relevant Contingent Exposure shall thereupon be reduced by the Seller or repaid from Collectionssuch amount. If at any time the amount of in the funds on deposit in an LC Bank’s LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount available to shall, so long as no Event of Default shall have occurred and be drawn under such LC Bank’s Letters continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Credit at such time, plus the amount of the Expected LC Fees therefor at such timeDefault shall have occurred and be continuing, such excess amount shall be released from such retained in the LC Collateral Account. In addition, from time to time prior to the Termination Date, the Seller (or the Servicer on its behalf) may request, by written notice to the Administrator and each Purchaser Agent not less than two (2) Business Days prior to a Settlement Date, that amounts be released from the LC Collateral Account on such Settlement Date so long as after giving effect to such release and the application of such amounts as Collections on in accordance with Section 1.4 on such Settlement Date, the Purchased Interest does not exceed 100% and no Termination Event or Unmatured Termination Event has occurred and is continuing. Any amounts released from the LC Collateral Account pursuant to the foregoing two sentences shall be released to the Servicer (or if so requested by the Administrator, to a separate account approved by the Administrator) to be applied as a Collection of Pool Receivables in accordance with Section 1.4 (and shall constitute “Collections” for all purposes thereof). Any funds If immediately available cash on deposit in the LC Collateral Account after is not sufficient to make any distribution to, or as directed by, the Company referred to in this Section 5(a), the Administrative Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the LC Collateral Account designated by the Company as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 6, such distribution shall not be made until such liquidation has taken place. (b) Upon the occurrence and continuation of an Event of Default, the Administrative Agent shall, if so instructed by the Required Banks, apply or cause to be applied (subject to collection) any or all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all fees due with respect balance from time to time standing to the Letters credit of Credit have been paid the LC Collateral Account in full, and this Agreement has been terminated, the manner specified in Section 9. (c) Amounts on deposit in the LC Collateral Account shall be remitted invested and re-invested from time to time in such Liquid Investments as the Company shall determine, which Liquid Investments shall be held in the name and be under the control of the Administrative Agent, provided that, if an Event of Default has occurred and is continuing, the Administrative Agent shall, if instructed by the Required Banks, determine the Liquid Investments in which such amounts are invested and re-invested and shall liquidate any such Liquid Investments and apply or cause to be applied the proceeds thereof to the Seller.payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid