Common use of Revolving L/C Cash Collateral Account Clause in Contracts

Revolving L/C Cash Collateral Account. (a) Each Subsidiary Guarantor further agrees that if the Borrower shall fail to deposit in the Revolving L/C Cash Collateral Account any amount required to be deposited therein pursuant to this Agreement, the Subsidiary Guarantors shall deposit such amount in a subaccount of the Revolving L/C Cash Collateral Account as collateral security for each Subsidiary Guarantor’s potential obligations hereunder. If the Subsidiary Guarantors shall fail to furnish such funds, the Agent shall be authorized to debit any accounts the Subsidiary Guarantors maintain with the Agent in such amount. Cash deposited in such subaccount of the Revolving L/C Cash Collateral Account pursuant to this Section 9.04 shall be returned to the Subsidiary Guarantors depositing the same to the extent that funds deposited by the Borrower in the Revolving L/C Cash Collateral Account would have been required to be returned to the Borrower. (b) Each Subsidiary Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Subsidiary Guarantor with respect to any funds held in the Revolving L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after the funds are deposited in the Revolving L/C Cash Collateral Account, apply funds then held in the Revolving L/C Cash Collateral Account to the payment of any of the Guaranteed Obligations. (d) Neither the Subsidiary Guarantors nor any person or entity claiming on behalf of or through the Subsidiary Guarantors shall have any right to withdraw any of the funds held in the Revolving L/C Cash Collateral Account. (e) Each Subsidiary Guarantor agrees that it will not (i) sell or otherwise dispose of any interest in the Revolving L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Revolving L/C Cash Collateral Account or any funds held therein, except as contemplated by the terms of this Section 9.04.

Revolving L/C Cash Collateral Account. (a) Each Subsidiary Guarantor further agrees that if All amounts required to be deposited as cash collateral with the Collateral Agent pursuant to Section 2.15 or Section 6.03 shall be deposited in a cash collateral account (the “Revolving L/C Cash Collateral Account”) established by the Borrower with the Collateral Agent, to be held, applied or released for application as provided in this Section 2.14 and Section 2.15. (b) The Borrower hereby grants to the Collateral Agent for the ratable benefit of the Revolving Fronting Banks and the other Lender Parties as their respective interests appear, a security interest in the Borrower’s right, title and interest in and to the Revolving L/C Cash Collateral Account and all funds and financial assets from time to time credited thereto, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Revolving L/C Cash Collateral Account and all of proceeds of any of the foregoing (the “Revolving L/C Collateral”), to secure all of the Borrower’s Obligations hereunder and the other Credit Agreement Documents. (c) If and when any portion of the Revolving Letter of Credit Liabilities on which any deposit of cash collateral was based (the “Relevant Contingent Exposure”) shall fail to deposit become fixed (a “Direct Exposure”) as a result of the payment by a Revolving Fronting Bank of a draft presented under any relevant Revolving Letter of Credit, (including any such payment under an Alternative Currency Letter of Credit for which the relevant Revolving Fronting Bank, as a result of fluctuations in currency exchange rates, is not reimbursed in full by the Revolving Credit Loan Banks) the amount of such Direct Exposure (but not more than the amount in the Revolving L/C Cash Collateral Account any amount required to at the time) shall be deposited therein pursuant to this Agreement, withdrawn by the Subsidiary Guarantors shall deposit such amount in a subaccount of Agent from the Revolving L/C Cash Collateral Account as collateral security for each Subsidiary Guarantor’s potential obligations hereunder. If the Subsidiary Guarantors shall fail to furnish such funds, the Agent and shall be authorized paid to debit any accounts the Subsidiary Guarantors maintain with relevant Revolving Fronting Bank to be applied against such Direct Exposure and the Agent in Relevant Contingent Exposure shall thereupon be reduced by such amount. Cash deposited in such subaccount of the Revolving L/C Cash Collateral Account pursuant to this Section 9.04 shall be returned to the Subsidiary Guarantors depositing the same to the extent that funds deposited by the Borrower in the Revolving L/C Cash Collateral Account would have been required to be returned to the Borrower. (b) Each Subsidiary Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Subsidiary Guarantor with respect to any funds held in the Revolving L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after the funds are deposited in the Revolving L/C Cash Collateral Account, apply funds then held in the Revolving L/C Cash Collateral Account to the payment of any of the Guaranteed Obligations. (d) Neither the Subsidiary Guarantors nor any person or entity claiming Interest and other payments and distributions made on behalf of or through the Subsidiary Guarantors shall have any right to withdraw any of the funds held in the Revolving L/C Cash Collateral Account. (e) Each Subsidiary Guarantor agrees that it will not (i) sell or otherwise dispose of any interest in the Revolving L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Revolving L/C Collateral held by the Collateral Agent shall be for the account of the Borrower and shall constitute additional Revolving L/C Collateral to be held by the Agent; provided that the Agent shall have no obligation to invest any Revolving L/C Collateral on behalf of the Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Revolving L/C Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Revolving L/C Collateral in its possession if the Revolving L/C Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Revolving L/C Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith. All expenses and liabilities incurred by the Collateral Agent in connection with taking, holding and disposing of any Revolving L/C Collateral (including customary custody and similar fees with respect to any Revolving L/C Collateral held directly by the Agent and the Revolving L/C Cash Collateral Account or any funds held therein, except as contemplated Account) shall be paid by the terms Borrower from time to time upon demand. Upon an Actionable Default, the Collateral Agent shall be entitled to apply (and, at the request of the Required Banks but subject to applicable law, shall apply) Revolving L/C Collateral or the proceeds thereof to payment of any such expenses, liabilities and fees. After the termination of the Revolving Credit Loan Commitments of the Revolving Loan Credit Loan Banks, the termination of all Revolving Letters of Credit and the repayment in full of all outstanding Reimbursement Obligations in respect of the Revolving Letters of Credit, the Collateral Agent shall transfer the remaining Revolving L/C Collateral or the proceeds thereof (the “Excess Revolving L/C Collateral”) to the Collateral Account. Notwithstanding any other term or provision of this Section 9.04Agreement, and for the avoidance of doubt, the Revolving L/C Collateral shall be paid first to the relevant Revolving Fronting Bank in satisfaction of any Direct Exposures or Relevant Contingent Exposures and no Revolving L/C Collateral shall be released or disbursed to any party other than the relevant Revolving Fronting Bank until the satisfaction of all Revolving Letter of Credit Liabilities and the termination of the Revolving Credit Loan Commitments and all Revolving Letters of Credit.

Revolving L/C Cash Collateral Account. (a) Each Subsidiary Guarantor further agrees that if All amounts required to be deposited as cash collateral with the Collateral Agent pursuant to Section 2.15 or Section 6.03 shall be deposited in a cash collateral account (the “Revolving L/C Cash Collateral Account”) established by the Borrower with the Collateral Agent, to be held, applied or released for application as provided in this Section 2.14 and Section 2.15. (b) The Borrower hereby grants to the Collateral Agent for the ratable benefit of the Fronting Banks and the other Lender Parties as their respective interests appear, a security interest in the Borrower’s right, title and interest in and to the Revolving L/C Cash Collateral Account and all funds and financial assets from time to time credited thereto, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Revolving L/C Cash Collateral Account and all of proceeds of any of the foregoing (the “Revolving L/C Collateral”), to secure all of the Borrower’s Obligations hereunder and the other Credit Agreement Documents. (c) If and when any portion of the Letter of Credit Liabilities on which any deposit of cash collateral was based (the “Relevant Contingent Exposure”) shall fail to deposit become fixed (a “Direct Exposure”) as a result of the payment by a Fronting Bank of a draft presented under any relevant Revolving Letter of Credit or Green Revolving Letter of Credit, (including any such payment under an Alternative Currency Letter of Credit for which the relevant Fronting Bank, as NYDOCS02/0000000.8 AES Sixth Amended and Restated Credit Agreement a result of fluctuations in currency exchange rates, is not reimbursed in full by the Revolving Credit Loan Banks or Green Revolving Credit Loan Banks, as the case may be the amount of such Direct Exposure (but not more than the amount in the Revolving L/C Cash Collateral Account any amount required to at the time) shall be deposited therein pursuant to this Agreement, withdrawn by the Subsidiary Guarantors shall deposit such amount in a subaccount of Agent from the Revolving L/C Cash Collateral Account as collateral security for each Subsidiary Guarantor’s potential obligations hereunder. If the Subsidiary Guarantors shall fail to furnish such funds, the Agent and shall be authorized paid to debit any accounts the Subsidiary Guarantors maintain with relevant Fronting Bank to be applied against such Direct Exposure and the Agent in Relevant Contingent Exposure shall thereupon be reduced by such amount. Cash deposited in such subaccount of the Revolving L/C Cash Collateral Account pursuant to this Section 9.04 shall be returned to the Subsidiary Guarantors depositing the same to the extent that funds deposited by the Borrower in the Revolving L/C Cash Collateral Account would have been required to be returned to the Borrower. (b) Each Subsidiary Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Subsidiary Guarantor with respect to any funds held in the Revolving L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after the funds are deposited in the Revolving L/C Cash Collateral Account, apply funds then held in the Revolving L/C Cash Collateral Account to the payment of any of the Guaranteed Obligations. (d) Neither the Subsidiary Guarantors nor any person or entity claiming Interest and other payments and distributions made on behalf of or through the Subsidiary Guarantors shall have any right to withdraw any of the funds held in the Revolving L/C Cash Collateral Account. (e) Each Subsidiary Guarantor agrees that it will not (i) sell or otherwise dispose of any interest in the Revolving L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Revolving L/C Collateral held by the Collateral Agent shall be for the account of the Borrower and shall constitute additional Revolving L/C Collateral to be held by the Agent; provided that the Agent shall have no obligation to invest any Revolving L/C Collateral on behalf of the Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Revolving L/C Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Revolving L/C Collateral in its possession if the Revolving L/C Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Revolving L/C Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith. All expenses and liabilities incurred by the Collateral Agent in connection with taking, holding and disposing of any Revolving L/C Collateral (including customary custody and similar fees with respect to any Revolving L/C Collateral held directly by the Agent and the Revolving L/C Cash Collateral Account or any funds held therein, except as contemplated Account) shall be paid by the terms Borrower from time to time upon demand. Upon an Actionable Default, the Collateral Agent shall be entitled to apply (and, at the request of the Required Banks but subject to applicable law, shall apply) Revolving L/C Collateral or the proceeds thereof to payment of any such expenses, liabilities and fees. After the termination of the Revolving Credit Loan Commitments of the Revolving Loan Credit Loan Banks and the termination of all Revolving Letters of Credit and the repayment in full of all outstanding Reimbursement Obligations in respect of the Revolving Letters of Credit and the termination of the Green Revolving Credit Loan Commitments of the Green Revolving Loan Credit Loan Banks and the termination of all Green Revolving Letters of Credit and the repayment in full of all outstanding Reimbursement Obligations in respect of the Green Revolving Letters of Credit, the Collateral Agent shall transfer the remaining Revolving L/C Collateral or the proceeds thereof (the “Excess Revolving L/C Collateral”) to the Collateral Account. Notwithstanding any other term or provision of this Section 9.04Agreement, and for the avoidance of doubt, the Revolving L/C Collateral shall be paid first to the relevant Fronting Bank in satisfaction of any Direct Exposures or Relevant Contingent Exposures and no Revolving L/C Collateral shall be released or disbursed to any party other than the relevant Fronting Bank until the satisfaction of all Letter of Credit Liabilities and the termination of the Revolving Credit Loan Commitments, Green Revolving Credit Loan Commitments and all Revolving Letters of Credit and Green Revolving Letters of Credit.

Revolving L/C Cash Collateral Account. (a) Each Subsidiary Guarantor further agrees All amounts required to be deposited as cash collateral with the Collateral Agent pursuant to Section 2.15 or Section 6.03 shall be deposited in a cash collateral account (the “Revolving L/C Cash Collateral Account”) established by the Borrower with the Collateral Agent, to be held, applied or released for application as provided in this Section 2.14 and Section 2.15. To the extent that if on the Effective Date any amounts are held by the Existing Collateral Agent in a similar cash collateral account, the Borrower shall fail direct the Existing Collateral Agent to transfer such amounts to the Collateral Agent on such date. (b) The Borrower hereby grants to the Collateral Agent for the ratable benefit of the Revolving Fronting Banks and the other Lender Parties as their respective interests appear, a security interest in the Borrower’s right, title and interest in and to the Revolving L/C Cash Collateral Account and all funds and financial assets from time to time credited thereto, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Revolving L/C Cash Collateral Account and all of proceeds of any of the foregoing (the “Revolving L/C Collateral”), to secure all of the Borrower’s Obligations hereunder and the other Credit Agreement Documents. (c) If and when any portion of the Revolving Letter of Credit Liabilities on which any deposit of cash collateral was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct Exposure”) as a result of the payment by a Revolving Fronting Bank of a draft presented under any relevant Revolving Letter of Credit, (including any such payment under an Alternative Currency Letter of Credit for which the relevant Revolving Fronting Bank, as a result of fluctuations in currency exchange rates, is not reimbursed in full by the Revolving Credit Loan Banks) the amount of such Direct Exposure (but not more than the amount in the Revolving L/C Cash Collateral Account any amount required to at the time) shall be deposited therein pursuant to this Agreement, withdrawn by the Subsidiary Guarantors shall deposit such amount in a subaccount of Agent from the Revolving L/C Cash Collateral Account as collateral security for each Subsidiary Guarantor’s potential obligations hereunder. If the Subsidiary Guarantors shall fail to furnish such funds, the Agent and shall be authorized paid to debit any accounts the Subsidiary Guarantors maintain with relevant Revolving Fronting Bank to be applied against such Direct Exposure and the Agent in Relevant Contingent Exposure shall thereupon be reduced by such amount. Cash deposited in such subaccount of the Revolving L/C Cash Collateral Account pursuant to this Section 9.04 shall be returned to the Subsidiary Guarantors depositing the same to the extent that funds deposited by the Borrower in the Revolving L/C Cash Collateral Account would have been required to be returned to the Borrower. (b) Each Subsidiary Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Subsidiary Guarantor with respect to any funds held in the Revolving L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after the funds are deposited in the Revolving L/C Cash Collateral Account, apply funds then held in the Revolving L/C Cash Collateral Account to the payment of any of the Guaranteed Obligations. (d) Neither the Subsidiary Guarantors nor any person or entity claiming Interest and other payments and distributions made on behalf of or through the Subsidiary Guarantors shall have any right to withdraw any of the funds held in the Revolving L/C Cash Collateral Account. (e) Each Subsidiary Guarantor agrees that it will not (i) sell or otherwise dispose of any interest in the Revolving L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Revolving L/C Collateral held by the Collateral Agent shall be for the account of the Borrower and shall constitute additional Revolving L/C Collateral to be held by the Agent; provided that the Agent shall have no obligation to invest any Revolving L/C Collateral on behalf of the Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Revolving L/C Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Revolving L/C Collateral in its possession if the Revolving L/C Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Revolving L/C Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith. All expenses and liabilities incurred by the Collateral Agent in connection with taking, holding and disposing of any Revolving L/C Collateral (including customary custody and similar fees with respect to any Revolving L/C Collateral held directly by the Agent and the Revolving L/C Cash Collateral Account or any funds held therein, except as contemplated Account) shall be paid by the terms Borrower from time to time upon demand. Upon an Actionable Default, the Collateral Agent shall be entitled to apply (and, at the request of the Required Banks but subject to applicable law, shall apply) Revolving L/C Collateral or the proceeds thereof to payment of any such expenses, liabilities and fees. After the termination of the Revolving Credit Loan Commitments of the Revolving Loan Credit Loan Banks, the termination of all Revolving Letters of Credit and the repayment in full of all outstanding Reimbursement Obligations in respect of the Revolving Letters of Credit, the Collateral Agent shall transfer the remaining Revolving L/C Collateral or the proceeds thereof (the “Excess Revolving L/C Collateral”) to the Collateral Account. Notwithstanding any other term or provision of this Section 9.04Agreement, and for the avoidance of doubt, the Revolving L/C Collateral shall be paid first to the relevant Revolving Fronting Bank in satisfaction of any Direct Exposures or Relevant Contingent Exposures and no Revolving L/C Collateral shall be released or disbursed to any party other than the relevant Revolving Fronting Bank until the satisfaction of all Revolving Letter of Credit Liabilities and the termination of the Revolving Credit Loan Commitments and all Revolving Letters of Credit.

Revolving L/C Cash Collateral Account. (a) Each Subsidiary Guarantor further agrees that if All amounts required to be deposited as cash collateral with the Collateral Agent pursuant to ‎Section 2.15 or ‎Section 6.03 shall be deposited in a cash collateral account (the “Revolving L/C Cash Collateral Account”) established by the Borrower with the Collateral Agent, to be held, applied or released for application as provided in this ‎Section 2.14 and ‎Section 2.15. (b) The Borrower hereby grants to the Collateral Agent for the ratable benefit of the Fronting Banks and the other Lender Parties as their respective interests appear, a security interest in the Borrower’s right, title and interest in and to the Revolving L/C Cash Collateral Account and all funds and financial assets from time to time credited thereto, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Revolving L/C Cash Collateral Account and all of proceeds of any of the foregoing (the “Revolving L/C Collateral”), to secure all of the Borrower’s Obligations hereunder and the other Credit Agreement Documents. (c) If and when any portion of the Letter of Credit Liabilities on which any deposit of cash collateral was based (the “Relevant Contingent Exposure”) shall fail to deposit become fixed (a “Direct Exposure”) as a result of the payment by a Fronting Bank of a draft presented under any relevant Revolving Letter of Credit or Green Revolving Letter of Credit, (including any such payment under an Alternative Currency Letter of Credit for which the relevant Fronting Bank, as a result of fluctuations in currency exchange rates, is not reimbursed in full by the Revolving Credit Loan Banks, the amount of such Direct Exposure (but not more than the amount in the Revolving L/C Cash Collateral Account any amount required to at the time) shall be deposited therein pursuant to this Agreement, withdrawn by the Subsidiary Guarantors shall deposit such amount in a subaccount of Agent from the Revolving L/C Cash Collateral Account as collateral security for each Subsidiary Guarantor’s potential obligations hereunder. If the Subsidiary Guarantors shall fail to furnish such funds, the Agent and shall be authorized paid to debit any accounts the Subsidiary Guarantors maintain with relevant Fronting Bank to be applied against such Direct Exposure and the Agent in Relevant Contingent Exposure shall thereupon be reduced by such amount. Cash deposited in such subaccount of the Revolving L/C Cash Collateral Account pursuant to this Section 9.04 shall be returned to the Subsidiary Guarantors depositing the same to the extent that funds deposited by the Borrower in the Revolving L/C Cash Collateral Account would have been required to be returned to the Borrower. (b) Each Subsidiary Guarantor hereby pledges and grants to the Agent, for the benefit of the Banks and the Agent, a continuing lien on and security interest in all right, title and interest of such Subsidiary Guarantor with respect to any funds held in the Revolving L/C Cash Collateral Account from time to time, and all proceeds thereof, as security for the payment of the Guaranteed Obligations. (c) The Agent may, at any time or from time to time after the funds are deposited in the Revolving L/C Cash Collateral Account, apply funds then held in the Revolving L/C Cash Collateral Account to the payment of any of the Guaranteed Obligations. (d) Neither the Subsidiary Guarantors nor any person or entity claiming Interest and other payments and distributions made on behalf of or through the Subsidiary Guarantors shall have any right to withdraw any of the funds held in the Revolving L/C Cash Collateral Account. (e) Each Subsidiary Guarantor agrees that it will not (i) sell or otherwise dispose of any interest in the Revolving L/C Cash Collateral Account or any funds held therein or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to the Revolving L/C Collateral held by the Collateral Agent shall be for the account of the Borrower and shall constitute additional Revolving L/C Collateral to be held by the Agent; provided that the Agent shall have no obligation to invest any Revolving L/C Collateral on behalf of the Borrower or any other Person. Beyond the exercise of reasonable care in the custody thereof, the Agent shall have no duty as to any Revolving L/C Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Revolving L/C Collateral in its possession if the Revolving L/C Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Revolving L/C Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Collateral Agent in good faith. All expenses and liabilities incurred by the Collateral Agent in connection with taking, holding and disposing of any Revolving L/C Collateral (including customary custody and similar fees with respect to any Revolving L/C Collateral held directly by the Agent and the Revolving L/C Cash Collateral Account or any funds held therein, except as contemplated Account) shall be paid by the terms Borrower from time to time upon demand. Upon an Actionable Default, the Collateral Agent shall be entitled to apply (and, at the request of the Required Banks but subject to applicable law, shall apply) Revolving L/C Collateral or the proceeds thereof to payment of any such expenses, liabilities and fees. After the termination of the Revolving Credit Loan Commitments of the Revolving Loan Credit Loan Banks and the termination of all Letters of Credit and the repayment in full of all outstanding Reimbursement Obligations in respect of the Letters of Credit, the Collateral Agent shall transfer the remaining Revolving L/C Collateral or the proceeds thereof (the “Excess Revolving L/C Collateral”) to the Collateral Account. Notwithstanding any other term or provision of this Section 9.04Agreement, and for the avoidance of doubt, the Revolving L/C Collateral shall be paid first to the relevant Fronting Bank in satisfaction of any Direct Exposures or Relevant Contingent Exposures and no Revolving L/C Collateral shall be released or disbursed to any party other than the relevant Fronting Bank until the satisfaction of all Letter of Credit Liabilities and the termination of the Revolving Credit Loan Commitments and all Revolving Letters of Credit and Green Revolving Letters of Credit.