Common use of Letter of Credit Collateral Account Clause in Contracts

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c). In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the Obligations. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9.

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1§3.1.3, Section 2A.2, Section 2.8(b§3.2(b) or Section 2.27(c) §4.12 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, Head Office in the name of the Borrower but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1this §3.8. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1§3.1.3, Section 2A.2, Section 2.8(b§3.2(b) or Section 2.27(c)§4.12. In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender Fronting Bank and the Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9§3.8. The Letter of Credit Collateral shall not bear interest other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made only in Permitted Investments (x) so long as no Default or Event of Default has occurred and is continuing, at the option and direction of the Borrower and (y) if a Default or Event of an Default has occurred and is continuing, at the option and sole, but reasonable, discretion of the Administrative Agent and, in each case, at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Fronting Bank for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time; provided that if all Letters of Credit have expired or have been terminated or cancelled, no Reimbursement Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with §3.2(b), such amount and any interest thereon (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived or the Obligations have been paid in full and the Commitments and all Letters of Credit have been terminated. So long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with §3.1.3, such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrower (and shall be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms, and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled. So long as no Default or Event of Default then exists, the portion of Letter of Credit Collateral provided to cover the unfunded LC Exposure of a Defaulting Lender pursuant to §4.12 shall be released promptly following the elimination of the applicable unfunded LC Exposure (including by the termination of the Defaulting Lender status of the applicable Lender) or the Administrative Agent’s good faith determination that there exists excess Letter of Credit Collateral.

Letter of Credit Collateral Account. The From and after the occurrence and during the continuance of an Event of Default, (i) the Borrower hereby agrees that it will, from until the time a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedA Termination Date, maintain a special collateral account (the “"Letter of Credit Collateral Account”") at the Administrative Agent’s 's office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such 9.03 and (ii) the Agent shall not be obligated to release any Lots or other Collateral from the Lien of the Mortgage if the Borrower has not deposited in the Letter of Credit Collateral Account shall be funded an amount equal to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or Section 2.27(c)which may become due with respect thereto. In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and Lenders as security for the Lendersrepayment of the Obligations, a properly perfected security interest in and lien on to the Letter of Credit Collateral Account, Account and any cash or other funds, notes, certificates of deposit and other instruments funds that may hereafter be on deposit in such account, any certificates or instruments from time account pursuant to time evidencing or representing the Letter of Credit Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the Obligations. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.99.02.

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time Agent shall maintain in its own name at its Office a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “"Letter of Credit Collateral Account”"), which shall bear interest (added to the deposit balance) at in accordance with the Administrative Agent’s office at 's ordinary practices for deposit accounts of like size and nature, over which the address specified pursuant to Article XIII, in the name of the Borrower but under the Agent shall have sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenderscontrol, and in which the Borrower shall have no interest other than as set forth in Section 8.1right to withdraw any funds deposited therein. Such The Agent shall deposit into the Letter of Credit Collateral Account shall such funds as are required to be funded to the extent required paid therein by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c2.25(a). In addition to As security for the foregoingpayment of all Obligations, the Borrower hereby grants grants, conveys, assigns, pledges, transfers to the Administrative Agent, for and creates in the benefit of itself, the Issuing Lender Agent's favor a continuing Lien on and the Lenders, a properly perfected security interest in and lien on in, the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments all amounts from time to time evidencing or representing the Letter of Credit Accounton deposit therein, all interestproceeds of the conversion, dividends voluntary or involuntary, thereof into cash, instruments, securities or other property, and all other property distributed in respect of or in exchange for the foregoingproceeds thereof. The Borrower hereby represents, warrants, covenants and agrees that such Lien shall at all times be valid and perfected, prior to all other Liens, and the proceeds thereof (Borrower shall take or cause to be taken such actions and execute and deliver such instruments and documents as may be necessary or, in the “Letter of Credit Collateral”)Agent's judgment, all desirable to secure the payment and performance of the Obligationsperfect or protect such Lien. The Borrower agrees that it will shall not (i) sell create or otherwise dispose of suffer to exist any interest Lien on any amounts or investment held in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or Account other charge or encumbrance upon or with respect to any than the Lien in favor of the Letter of Credit Collateral, except for the security interest created by Agent granted under this Section 2A.9Section.

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a Agent shall maintain in its own name an interest bearing deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “"Letter of Credit Collateral Account”") at over which the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name Agent on behalf of the Borrower but under the Lenders shall have sole dominion and control control, and the Borrower shall have no right to withdraw or cause the Agent to withdraw any funds deposited therein. The Agent shall deposit into the Letter of Credit Collateral Account such cash or cash equivalents as this Agreement or any Loan Document requires to be paid therein. As security for the Administrative payment of all Obligations, the Borrower hereby grants, conveys, assigns, pledges, transfers to the Agent, and creates in the Agent's favor for the benefit of the Revolving Lenders, Lenders a continuing Lien on and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c). In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien on in, the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments all amounts from time to time evidencing or representing the Letter of Credit Accounton deposit therein, all interestproceeds of the conversion, dividends voluntary or involuntary, thereof into cash, instruments, securities or other property, and all other property distributed in respect proceeds thereof. The Borrower hereby represents, warrants, covenants and agrees that such Lien shall at all times be valid, perfected and of or in exchange for the foregoingfirst priority, subject to no other Lien whatever, and the proceeds thereof (Borrower shall take or cause to be taken such actions and execute and deliver such instruments and documents as may be necessary or, in the “Letter of Credit Collateral”)Agent's judgment, all desirable to secure the payment and performance of the Obligationsperfect or protect such Lien. The Borrower agrees that it will shall not (i) sell create or otherwise dispose of suffer to exist any interest Lien on any amounts or investment held in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or Account other charge or encumbrance upon or with respect to any than the Lien in favor of the Letter of Credit Collateral, except for the security interest created by Agent granted under this Section 2A.93.10(b).

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c2.22(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c2.22(c). In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien Lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the Obligations. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lienLien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9.

Letter of Credit Collateral Account. The Borrower Borrowers hereby agrees agree that it they will, from the time a deposit is required pursuant to Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c) 11.9 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIISection 11.1, in the name of the Borrower Borrowers, but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower Borrowers shall have no interest other than as set forth in this Section 8.12.3(l) or in Section 9.3. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c)11.9. In addition to the foregoing, the Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees Borrowers agree that it they will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.92.3(l). Other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made at the option and sole, but reasonable, discretion of the Administrative Agent and at the Borrowers’ risk and expense, the Letter of Credit Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Lender for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LOC Obligations at such time; provided that if all Letters of Credit are expired or have been terminated or cancelled, no LOC Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other obligations of the Borrowers under this Credit Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with Section 9.2(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. Subject to the provisions of Section 9.3 and so long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with Section 2.3(a), such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrowers (and may be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms; and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled. So long as no Default or Event of Default then exists, the portion of Letter of Credit Collateral provided to cover the unfunded LC Exposure of a Defaulting Lender pursuant to Section 11.9 shall be released promptly following the elimination of the applicable unfunded LC Exposure (including by the termination of the Defaulting Lender status of the applicable Lender) or the Administrative Agent’s good faith determination that there exists excess Letter of Credit Collateral.

Letter of Credit Collateral Account. The Borrower Borrowers hereby agrees agree that it they will, from the time a deposit is required pursuant to Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) or Section 2.27(c) 9.3 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIISection 11.1, in the name of the Borrower Borrowers but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower Borrowers shall have no interest other than as set forth in this Section 8.12.3(l) or in Section 9.3. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) or Section 2.27(c)9.3. In addition to the foregoing, the Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees Borrowers agree that it they will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.92.3(l). Other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made at the option and sole, but reasonable, discretion of the Administrative Agent and at the Borrowers’ risk and expense, the Letter of Credit Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Lender for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LOC Obligations at such time; provided that if all Letters of Credit are expired or have been terminated or cancelled, no LOC Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with Section 9.2(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. Subject to the provisions of Section 9.3 and so long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with Section 2.3(a), such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrowers (and may be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms; and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled.”

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1§3.1.3, Section 2A.2, Section 2.8(b§3.2(b) or Section 2.27(c) §4.12 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, Head Office in the name of the Borrower but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Credit Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1this §3.8. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1§3.1.3, Section 2A.2, Section 2.8(b§3.2(b) or Section 2.27(c)§4.12. In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender Fronting Banks and the Revolving Credit Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9§3.8. The Letter of Credit Collateral shall not bear interest other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made only in Permitted Investments (x) so long as no Default or Event of Default has occurred and is continuing, at the option and direction of the Borrower and (y) if a Default or Event of an Default has occurred and is continuing, at the option and sole, but reasonable, discretion of the Administrative Agent and, in each case, at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Fronting Banks for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time; provided that if all Letters of Credit have expired or have been terminated or cancelled, no Reimbursement Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other Obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with §3.2(b), such amount and any interest thereon (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived or the Obligations have been paid in full and the Revolving Credit Commitments and all Letters of Credit have been terminated. So long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with §3.1.3, such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrower (and shall be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms, and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled. So long as no Default or Event of Default then exists, the portion of Letter of Credit Collateral provided to cover the unfunded LC Exposure of a Defaulting Lender pursuant to §4.12 shall be released promptly following the elimination of the applicable unfunded LC Exposure (including by the termination of the Defaulting Lender status of the applicable Lender) or the Administrative Agent’s good faith determination that there exists excess Letter of Credit Collateral.

Letter of Credit Collateral Account. The Borrower hereby agrees that it will, from the time a deposit is required pursuant to Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c) until Obligations are satisfied and all Facility Letters of Credit have expired or been terminated, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Domestic Revolving Lenders, and in which the Borrower shall have no interest other than as set forth in Section 8.1. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.1, Section 2A.2, Section 2.8(b) or Section 2.27(c). In addition to the foregoing, the Borrower hereby grants to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the Obligations. The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.9.

Letter of Credit Collateral Account. The Borrower Borrowers hereby agrees agree that it they will, from the time a deposit is required pursuant to Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c) 11.9 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIISection 11.1, in the name of the Borrower Borrowers, but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Loan Lenders, and in which the Borrower Borrowers shall have no interest other than as set forth in this Section 8.12.3(l) or in Section 9.3. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c)11.9. In addition to the foregoing, the Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Revolving Loan Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees Borrowers agree that it they will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 2A.92.3(l). Other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made at the option and sole, but reasonable, discretion of the Administrative Agent and at the Borrowers’ risk and expense, the Letter of Credit Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Lender for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LOC Obligations at such time; provided that if all Letters of Credit are expired or have been terminated or cancelled, no LOC Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other obligations of the Borrowers under this Credit Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with Section 9.2(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. Subject to the provisions of Section 9.3 and so long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with Section 2.3(a), such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrowers (and may be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms; and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled. So long as no Default or Event of Default then exists, the portion of Letter of Credit Collateral provided to cover the unfunded LC Exposure of a Defaulting Lender pursuant to Section 11.9 shall be released promptly following the elimination of the applicable unfunded LC Exposure (including by the termination of the Defaulting Lender status of the applicable Lender) or the Administrative Agent’s good faith determination that there exists excess Letter of Credit Collateral.

Letter of Credit Collateral Account. The Borrower Borrowers hereby agrees agree that it they will, from the time a deposit is required pursuant to Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c) 11.9 until the Obligations are satisfied and all Facility Letters of Credit have expired or been terminatedterminated or cancelled or as otherwise set forth below, maintain a special collateral account (the “Letter of Credit Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to Article XIIISection 11.1, in the name of the Borrower Borrowers, but under the sole dominion and control control, including the exclusive right of withdrawal, of the Administrative Agent, for the benefit of the Revolving Loan Lenders, and in which the Borrower Borrowers shall have no interest other than as set forth in this Section 8.12.3(l) or in Section 9.3. Such Letter of Credit Collateral Account shall be funded to the extent required by Section 8.12.3(a), Section 2A.29.2(c), Section 2.8(b) 9.3 or Section 2.27(c)11.9. In addition to the foregoing, the Borrower Borrowers hereby grants grant to the Administrative Agent, for the benefit of itself, the Issuing Lender and the Revolving Loan Lenders, a properly perfected security interest in and lien on the Letter of Credit Collateral Account, any cash or other funds, notes, certificates of deposit and other instruments that may hereafter be on deposit in such accountthe Letter of Credit Collateral Account, any certificates or instruments from time to time evidencing or representing the Letter of Credit Collateral Account, all interest, dividends and other property distributed in respect of or in exchange for the foregoing, and the proceeds thereof (the “Letter of Credit Collateral”), all to secure the payment and performance of the ObligationsObligations as set forth below. The Borrower agrees Borrowers agree that it they will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the DB1/ 97661265.5 Letter of Credit Collateral, except for the security interest created by this Section 2A.92.3(m). Other than any interest earned on the investment of the Letter of Credit Collateral, which investments shall be made at the option and sole, but reasonable, discretion of the Administrative Agent and at the Borrowers’ risk and expense, the Letter of Credit Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Letter of Credit Collateral Account. Moneys in the Letter of Credit Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Lender for any drawing under such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LOC Obligations at such time; provided that if all Letters of Credit are expired or have been terminated or cancelled, no LOC Obligations are outstanding and the maturity of the Loans has been accelerated, moneys in the Letter of Credit Collateral Account may be applied to satisfy other obligations of the Borrowers under this Credit Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default in accordance with Section 9.2(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. Subject to the provisions of Section 9.3 and so long as no Default or Event of Default then exists, if Letter of Credit Collateral was provided in accordance with Section 2.3(a), such remaining Letter of Credit Collateral, with any interest earned thereon, will be returned to the Borrowers (and may be returned from time to time with respect to any applicable Letter of Credit) on the earlier of (a) the date that the applicable Letter of Credit or Letters of Credit expire in accordance with their terms; and (b) the date that the applicable Letter of Credit or Letters of Credit are terminated or cancelled. So long as no Default or Event of Default then exists, the portion of Letter of Credit Collateral provided to cover the unfunded LC Exposure of a Defaulting Lender pursuant to Section 11.9 shall be released promptly following the elimination of the applicable unfunded LC Exposure (including by the termination of the Defaulting Lender status of the applicable Lender) or the Administrative Agent’s good faith determination that there exists excess Letter of Credit Collateral.