Common use of LC Collateral Account Clause in Contracts

LC Collateral Account. (i) Within 30 Business Days of the Closing Date, the Borrower shall (x) establish an LC Collateral Account with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent (the “LC Collateral Account Bank”) and (y) cause an agreement to be entered into with respect to the LC Collateral Account among the 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 such LC Collateral Account (including with respect to the disposition of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) of such LC Collateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be 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. Notwithstanding 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 remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account pursuant to the terms of this Agreement before the LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited in the LC Collateral Account 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.

LC Collateral Account. (ia) Within 30 Business Days of the Closing Date, the Borrower shall (x) establish an LC Collateral Account There is hereby established with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent an account (the “"LC Collateral Account Bank”Account") on the books of The Bank of New York in the name and (y) cause an agreement to be entered into with respect to under the LC Collateral Account among the Borrower, 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 LC Collateral Account Bank that provides, among Credit Agreement or any other things, that provision of the LC Collateral Bank shall solely (and at all times) follow the instructions of Loan Documents. Any income received by the Administrative Agent with respect to such LC Collateral Account (including with respect the balance from time to time standing to the disposition credit of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) of such LC Collateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be in form and substance satisfactory to the LC Collateral Account Bank Account, including any interest 140 or capital gains on Liquid Investments, shall remain, or be deposited, in its sole reasonable discretion. The Administrative Agent agrees to reasonably cooperate with the Borrower in the establishment of such LC Collateral Account. Notwithstanding 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 madeAll right, 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 title and interest in and to the LC Collateral Account or the monies, instruments and other property cash amounts on deposit from time to time remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the terms Collateral hereunder and shall not constitute payment of this Agreement before the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited Exposure on which any deposit in the LC Collateral Account for purposes of this Agreementwas based (the "Relevant Contingent Exposure") and, upon the occurrence shall become fixed (a "Direct Exposure") as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account Establishmentat the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account 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 deposit cause to be liquidated as promptly as practicable such funds Liquid Investments in the LC Collateral AccountAccount 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.

LC Collateral Account. (ia) Within 30 Business Days of the Closing Date, the Borrower shall (x) establish an LC Collateral Account There is hereby established with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent an account (the “"LC Collateral Account Bank”Account") on the books of The Bank of New York in the name and (y) cause an agreement to be entered into with respect to under the LC Collateral Account among the Borrower, 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 LC Collateral Account Bank that provides, among Credit Agreement or any other things, that provision of the LC Collateral Bank shall solely (and at all times) follow the instructions of Loan Documents. Any income received by the Administrative Agent with respect to such LC Collateral Account (including with respect the balance from time to time standing to the disposition credit of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) of such LC Collateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be in form and substance satisfactory to the LC Collateral Account Bank Account, including any interest 135 or capital gains on Liquid Investments, shall remain, or be deposited, in its sole reasonable discretion. The Administrative Agent agrees to reasonably cooperate with the Borrower in the establishment of such LC Collateral Account. Notwithstanding 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 madeAll right, 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 title and interest in and to the LC Collateral Account or the monies, instruments and other property cash amounts on deposit from time to time remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the terms Collateral hereunder and shall not constitute payment of this Agreement before the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited Exposure on which any deposit in the LC Collateral Account for purposes of this Agreementwas based (the "Relevant Contingent Exposure") and, upon the occurrence shall become fixed (a "Direct Exposure") as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account Establishmentat the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account 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 deposit cause to be liquidated as promptly as practicable such funds Liquid Investments in the LC Collateral AccountAccount 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.

LC Collateral Account. (ia) Within 30 Business Days If and when required for the purposes hereof or of the Closing Dateother Loan Documents, the Borrower shall (x) establish an LC Collateral Account with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent will establish with respect to the Obligors an account (the “LC Collateral Account BankAccount”) in the name and (y) cause an agreement to be entered into with respect to under the LC Collateral Account among the 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 exclusive control of the Administrative Agent with respect to such LC Collateral Account (including with respect to the disposition of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 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 such LC Collateral Account and is otherwise in form and substance acceptable to the Credit Agreement or any other provision of the Loan Documents. Any income received by the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything with respect to the contrary herein, balance from time to time standing to the form credit of agreement described in this sentence must be in form and substance satisfactory to the LC Collateral Account Bank Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in its sole reasonable discretion. The Administrative Agent agrees to reasonably cooperate with the Borrower in the establishment of such LC Collateral Account. Notwithstanding 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 madeAll right, 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 title and interest in and to the LC Collateral Account or the monies, instruments and other property cash amounts on deposit from time to time remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the terms Collateral hereunder and shall not constitute payment of this Agreement before the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited Exposure on which any deposit in the LC Collateral Account for purposes of this Agreementwas based (the “Relevant Contingent Exposure”) and, upon the occurrence shall become fixed (a “Direct Exposure”) as a result of the payment by any LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account Establishmentat the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Revolver Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continuing, such excess amount shall be retained in the LC Collateral Account. If immediately available cash on deposit in the LC Collateral Account 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 deposit cause to be liquidated as promptly as practicable such funds Liquid Investments in the LC Collateral AccountAccount 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.

LC Collateral Account. (ia) Within 30 Business Days of the Closing Date, the Borrower shall (x) establish an LC Collateral Account There is hereby established with the Depositary, an Affiliate of Xxxxxxx Business Credit Corporation or with another financial institution acceptable to the Administrative Agent an account with account number 8900570277, with the account name “Foot Locker, Inc. L/C Collateral Account (the “LC Collateral Account BankAccount”) and on the books of The Bank of New York (yin its capacity as Administrative Agent) cause an agreement into which there shall be deposited from time to time the amounts required to be entered into with respect deposited therein by the Company pursuant to Sections 2.06(f) and 6.03 of the LC Collateral Account among Credit Agreement or any other provision of the 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 Loan Documents. Any income received by the Administrative Agent with respect to such LC Collateral Account (including with respect the balance from time to time standing to the disposition credit of funds therein) and that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) of such LC Collateral Account and is otherwise in form and substance acceptable to the Administrative Agent ((x) and (y) together, the “LC Account Initial Establishment”), provided that notwithstanding anything to the contrary herein, the form of agreement described in this sentence must be in form and substance satisfactory to the LC Collateral Account Bank Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in its sole reasonable discretion. The Administrative Agent agrees to reasonably cooperate with the Borrower in the establishment of such LC Collateral Account. Notwithstanding 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 madeAll right, 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 title and interest in and to the LC Collateral Account or the monies, instruments and other property cash amounts on deposit from time to time remitted thereto. In the event that any funds are required to be deposited in the LC Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (c) hereof shall constitute part of the terms Collateral hereunder and shall not constitute payment of this Agreement before the Secured Obligations until applied thereto as hereinafter provided. If and when any portion of Aggregate LC Account Initial Establishment has occurred, such funds shall be deposited in the Agent Account (and such amounts shall be deemed to have been deposited Exposure on which any deposit in the LC Collateral Account for purposes of this Agreementwas based (the “Relevant Contingent Exposure”) and, upon the occurrence shall become fixed (a “Direct Exposure”) as a result of the payment by the LC Agent of a draft presented under a Letter of Credit, the amount of such Direct Exposure (but not more than the amount in the LC Collateral Account Establishmentat the time) shall be withdrawn by the Administrative Agent from the LC Collateral Account and shall be paid to the Banks in accordance with their Revolver Pro Rata Share, and the Relevant Contingent Exposure shall thereupon be reduced by such amount. If at any time the amount in the LC Collateral Account exceeds the aggregate Relevant Contingent Exposure, the excess amount shall, so long as no Event of Default shall have occurred and be continuing, be promptly withdrawn by the Administrative Agent and paid to, or as directed by, the Company. If an Event of Default shall have occurred and be continu­ing, such excess amount shall be retained in the LC Colla­teral Account. If immediately available cash on deposit in the LC Collateral Account 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 deposit cause to be liquidated as promptly as practicable such funds Liquid Investments in the LC Collateral AccountAccount 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.