Common use of The Cash Collateral Account Clause in Contracts

The Cash Collateral Account. (a) If requested by the Borrower and subject to the right of the Collateral Agent to withdraw funds from the Cash Collateral Account as provided below, the Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment of the Obligations in overnight Cash Equivalents. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agent, any Lender or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at the direction of the Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower and shall constitute Obligations hereunder.

The Cash Collateral Account. (a) Upon receipt of notice of a draw on the Letter of Credit pursuant to Section 3.8 or 3.9, the Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 1996-1 Noteholders, or cause to be established and maintained, the Cash Collateral Account bearing a designation clearly indicating that the funds deposited therein are held for the Series 1996-1 Noteholders. The Cash Collateral Account shall be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Cash Collateral Account. If requested by the Borrower and subject Cash Collateral Account is not maintained in accordance with the prior sentence, then within 10 Business Days after obtaining knowledge of such fact, National has agreed pursuant to the right Lease that it shall establish a new Cash Collateral Account which complies with such sentence and shall instruct the Trustee to transfer into the new Cash Collateral Account all cash and investments from the non qualifying Cash Collateral Account. When established, the Cash Collateral Account is intended to function in all respects as the replacement for, and the equivalent of, the Letter of Credit. Accordingly, following its creation, each reference to a draw on the Collateral Agent Letter of Credit shall refer to withdraw funds withdrawals from the Cash Collateral Account as provided belowand references to similar terms shall mean and be a reference to actions taken with respect to the Cash Collateral Account that correspond to actions that otherwise would have been taken with respect to the Letter of Credit. Without limiting the generality of the foregoing, upon funding of the Cash Collateral Account, the Collateral Agent Trustee shall, so long at all times when otherwise required to make a draw under the Letter of Credit pursuant to Sections 3.8 or 3.9 of this Supplement, make a draw from the Cash Collateral Account in the amount and at such time as no Event a draw would be made under the Letter of Default Credit pursuant to Sections 3.8 or 3.9 of this Supplement. The Trustee shall have occurred provide written notice to National of any draw from the Cash Collateral Account pursuant to Sections 3.8 or 3.9 of this Supplement. (b) In order to secure and be continuingprovide for the repayment and payment of the NFLP Obligations with respect to the Series 1996-1 Notes (but not the other Notes), NFLP hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 1996-1 Noteholders, all of NFLP,s right, title and interest in and to the following (whether now or hereafter existing and whether now owned or hereafter acquired): (i) the Cash Collateral Account; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Cash Collateral Account or the funds on deposit therein from time to time; (iv) all Permitted Investments made at any time and from time to time invest with the monies in the Cash Collateral Account; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-1 Noteholders, the Letter of Credit Provider and the Support Credit Enhancer, as their interests appear herein, which interest in the case of the Letter of Credit Provider and the Support Credit Enhancer shall be subject to the interests of the holders of Series 1996-1 Notes as provided herein. (c) Funds on deposit in the Cash Collateral Account shall at the direction of the Servicer given pursuant to the Lease be invested by the Trustee in Permitted Investments. Funds on deposit in the Cash Collateral Account on any Distribution Date, after giving effect to any deposits to or withdrawals from the Cash Collateral Account on such Distribution Date, shall be invested in Permitted Investments that will mature at such time that such funds will be available for withdrawal on or prior to the following Distribution Date. The proceeds of any such investment, to the extent not distributed on such Distribution Date, shall be invested in Permitted Investments that will mature at such time that such funds will be available for withdrawal on or prior to the Distribution Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1996-1 Noteholders, the Letter of Credit Provider and the Support Credit Enhancer as their interests appear herein, which interest in the case of the Letter of Credit Provider and the Support Credit Enhancer shall be subject to the interests of the holders of the Series 1996-1 Notes as provided herein, possession of the negotiable instruments or securities evidencing the Permitted Investments from the time of purchase thereof until the time of sale or maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Cash Collateral Account and accrued interest thereonshall be paid in the following order of priority, reinvest proceeds first, to the Letter of Credit Provider to the extent of any such investments which may mature or be soldunreimbursed draws on the Letter of Credit and, and invest interest or other income received from any such Investmentssecond, in each case in such Cash Equivalents as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment Support Credit Enhancer for application in accordance with the Support Letter of Credit Reimbursement Agreement. Subject to the Obligations restrictions set forth above, National, or a Person designated in overnight Cash Equivalents. Such fundswritten notification thereof to the Trustee, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by shall have the Collateral Agent authority to instruct the Trustee with respect to the investment of funds on deposit in the Cash Collateral Account. None For purposes of either Administrative Agent, any Lender determining the availability of funds or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit balances in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at for any reason under the direction of the Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shallIndenture, for purposes of this Agreement, be deemed to be part of the all investment earnings on such funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed not to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address available or on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourneddeposit. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower and shall constitute Obligations hereunder.

The Cash Collateral Account. (aA) If requested by Borrowers hereby agree to establish a restricted access account which will be under the Borrower and subject to exclusive control of Lender (the right of the Collateral Agent to withdraw funds from the "Cash Collateral Account as Account") into which Borrowers shall deposit all payments of any of its Accounts, Instruments, Chattel Paper and General Intangibles to be made; provided below, the Collateral Agent shallthat, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment of the Obligations in overnight Cash Equivalents. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agent, any Lender or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at the direction of the Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuingcontinuing hereunder and there are no Advances outstanding hereunder, sell or cause Borrowers shall have the right to be sold any Cash Equivalents held by request, and Lender shall withdraw from the Collateral Agent as Cash Collateral at Account, any broker's board or at public or private salebalance in such account which balance shall be deposited into the Operating Account. Borrowers hereby grant, bargain, convey and set over to Lender a security interest in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all lien upon such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, Account and any other funds account established by a Borrower with Lender or any affiliate thereof, and all cash and any other assets at any time hereafter contained therein. For purposes of determining whether a requested Advance may be made in accordance with Section 2.1 hereof only, the total outstanding principal under the Revolving Credit shall be reduced each Business Day by an amount equal to any and all amounts deposited in into the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) Account, provided however that, if any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in checks deposited into the Cash Collateral Account are subject to any interest, right, claim returned unpaid or Lien otherwise dishonored and as a result of such dishonor the total outstanding principal including the amount of any Person other than such dishonored check exceeds the Collateral AgentCredit Limit, Borrowers shall repay immediately the Borrower will, forthwith upon demand by amount of the Collateral Agent, pay to the Collateral Agent, as additional funds to be excess. Amounts deposited and held in into the Cash Collateral Account an amount equal shall be applied to amounts outstanding hereunder in accordance with Section 2.2 hereof each Business Day. Borrowers shall pay Lender interest at the amount of Adjusted Prime Rate on the average daily uncollected funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in deposited into the Cash Collateral Account and Account. Such interest on the average daily uncollected funds shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which due at the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account end of the Borrower and shall constitute Obligations hereundereach month.

The Cash Collateral Account. (a) If requested by the Borrower and subject to the right of the Collateral Agent to withdraw funds from the Cash Collateral Account as provided below, the Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment of the Obligations in overnight Cash Equivalents. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agentof the Agents, any Lender or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at the direction of the Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agentof the Agents, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower and shall constitute Obligations hereunder.

The Cash Collateral Account. (a) If requested by the either Borrower and subject to the right of the Collateral Agent to withdraw funds from the Cash Collateral Account as provided below, the Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the such Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment of the Obligations in overnight Cash Equivalents. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agent, any Lender or any Issuing Bank shall be liable to the either Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at the direction of the either Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Each Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the applicable Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower Borrowers will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower Borrowers and shall constitute Obligations hereunder.

The Cash Collateral Account. (a) If requested by the Borrower and subject to the right of the Collateral Agent to withdraw funds from the Cash Collateral Account as provided below, the Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied to the payment of the Obligations in overnight Cash Equivalents. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in this Section 11.03, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agent, any Lender or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested pursuant to this Section 11.03(a) at the direction of the Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 11.03(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, the Collateral Agent shall be authorized to release amounts deposited in the Cash Collateral Account pursuant to Section 3.01(b) to the Borrower upon its request therefor and the Borrower's representation to the Collateral Agent that it would meet the conditions set forth in Section 5.02 with respect to the making of a new Revolving Loan. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower and shall constitute Obligations hereunder.

The Cash Collateral Account. (a) If any Event of Default shall have occurred and be continuing, the Agent shall at the request, or may with the consent, of either the Majority Banks or the Issuing Bank Agents, make demand upon the Borrower to, and forthwith upon such demand the Borrower shall, pay to the Agent in immediately available funds at the Agent's office described in Section 10.03 below, for deposit in a special non-interest bearing cash collateral account (the "Cash Collateral Account") to be maintained at such office of the Agent, an amount equal to the maximum amount then available to be drawn under the Facility Letters of Credit (or such lesser amount as may be demanded by the Agent in its sole discretion). The Cash Collateral Account shall be in the name of the Borrower (as a cash collateral account), but under the sole dominion and control of the Agent and subject to the terms of this Agreement. (b) If requested by the Borrower and subject to the right of the Collateral Agent to withdraw funds from the Cash Collateral Account as provided below, the Collateral Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account and accrued interest thereonAccount, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investmentsinvestments, in each case in such Cash Equivalents Eligible Securities as the Borrower may select. After an Event of Default, the Collateral Agent shall invest any funds held in the Cash Collateral Account which are not applied select and notify to the payment of the Obligations in overnight Cash EquivalentsAgent. Such fundsproceeds, interest, proceeds interest or income which are not so invested or reinvested in Cash Equivalents Eligible Securities shall, except as otherwise provided in this Section 11.038.02, be deposited and held by the Collateral Agent in the Cash Collateral Account. None of either Administrative Agent, Neither the Agent nor any Lender or any Issuing Bank shall be liable to the Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account which shall have been invested invested, pursuant to this Section 11.03(a) 8.02(b), at the direction of the Borrower. Cash Equivalents "Eligible Securities" means (i) United States Treasury bills with a remaining maturity not in excess of 180 days, (ii) negotiable certificates of deposit, or time deposits or bankers acceptances, of any Bank or of any prime United States commercial bank with a remaining maturity not in excess of 90 days, which commercial bank shall have capital and surplus of at least $100,000,000 in the aggregate at all times and a debt rating of at least A from S&P and at least A2 from Moodx'x xx all times, and (iii) such other instruments (within the meaning of Article 9 of the Code) as the Borrower may request in writing and the Agent may approve. Eligible Securities from time to time purchased and held pursuant to this Section 11.03(a8.02(b) shall constitute Cash be referred to as "Collateral Securities" and shall, for purposes of this Agreement, be deemed to be constitute part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (b) The Collateral Agent may, at any time after an Event of Default has occurred and is continuing, sell or cause to be sold any Cash Equivalents held by the Collateral Agent as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Either Administrative Agent, any of the Lenders and any of the Issuing Banks may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Collateral Agent shall apply the proceeds of any such sale, net of any expenses incurred in connection therewith, and any other funds deposited in the Cash Collateral Account to the payment of the Obligations in accordance with this Agreement. The Borrower agrees that (i) any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and (ii) any requirements of reasonable notice shall be met if such notice is received by the Borrower at its notice address on the signature pages hereto at least ten (10) Business Days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) If at any time the Collateral Agent determines that any funds held in the Cash Collateral Account are subject to any interest, right, claim or Lien of any Person other than the Collateral Agent, the Borrower will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the Cash Collateral Account an amount equal to the amount of funds subject to such interest, right, claim or Lien. (d) The Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Collateral Agent accords its own like property, it being understood that the Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds but may do so at its option. All expenses incurred in connection therewith shall be for the sole account of the Borrower and shall constitute Obligations hereunder.