Common use of XX Xxxx Collateral Account Clause in Contracts

XX Xxxx Collateral Account. (i) If the Borrower is required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c), 2.14(e), 2.17, 2.18, 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Default or Event of Default exists, the Administrative Agent shall release to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is Borrowers are required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c), 2.14(e), 2.17, 2.18, 7.02(b) or 7.03(b), then the Borrower Borrowers and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower Borrowers shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower Borrowers hereby pledges pledge to the Administrative Agent and grants grant the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, time and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above 105% of the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Default or Event of Default exists, the Administrative Agent shall release to the Borrower Borrowers at the either Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower Borrowers and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is Borrowers are required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections Section 2.07(c), 2.14(e), 2.173.01(n), 2.18, 7.02(b) 7.02 or 7.03(b)7.03, then the Borrower Borrowers and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower Borrowers shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower Borrowers hereby pledges pledge to the Administrative Agent and grants grant the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, time and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above 105% of the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Default or Event of Default exists, the Administrative Agent shall release to the Borrower Borrowers at the either Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower Borrowers and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c), 2.14(e), 2.17, 2.18, 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, time and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above 105% of the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If no Default or Event of Default exists, the Administrative Agent shall release to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is Borrowers are permitted or required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c2.06(b)(i), 2.14(e2.13(a)(ii), 2.17, 2.182.13(a)(iii), 7.02(b) or 7.03(b), then the Borrower Borrowers and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower Borrowers shall execute any documents and agreements, including the Administrative Agent’s standard form an assignment of deposit accountsaccounts in form and substance reasonably satisfactory to the Administrative Agent and the applicable Borrower, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Each Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default Default, the Administrative Agent may (A1) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B2) apply such surplus funds to any Obligations in any manner directed by accordance with Section 7.06 and (B) other than during the Majority Lenders. If no Default or existence of an Event of Default existsDefault, the Administrative Agent shall release promptly return such surplus funds to the Borrower at the applicable Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed in writing upon by the Borrower Borrowers and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is permitted or required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c2.06(b)(vi), 2.14(e2.13(a)(ii), 2.17, 2.182.13(a)(iii), 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form an assignment of deposit accountsaccounts in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default Default, the Administrative Agent may (A1) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B2) apply such surplus funds to any Obligations in any manner directed by accordance with Section 7.06 and (B) other than during the Majority Lenders. If no Default or existence of an Event of Default existsDefault, the Administrative Agent shall release promptly return such surplus funds to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed in writing upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c), 2.14(e), 2.17, 2.18, 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including an assignment of deposit accounts in form and substance reasonably satisfactory to the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, time and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the request of the Issuing Bank to any of the Borrower’s reimbursement or other payment obligations under Letters of Credit that exist or occuroccur under outstanding Letters of Credit. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above 105% of the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Required Lenders. If no Default or Event of Default existshas occurred and is continuing, the Administrative Agent shall promptly release to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise). (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is Borrowers are required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c), 2.14(a)(vii), 2.14(e), 2.17, 2.18, 7.02(b) or 7.03(b), then the Borrower Borrowers and the Administrative Facility Agent shall establish the XX Xxxx Collateral Account and the Borrower Borrowers shall execute any documents and agreements, including the Administrative Facility Agent’s standard form assignment of deposit accounts, that the Administrative Facility Agent requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Facility Agent an Acceptable Security Interest in such account and the funds therein. The Each Borrower hereby pledges to the Administrative Facility Agent and grants the Administrative Facility Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Facility Agent at the written request of the any Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure during the existence of an Event of Default the Administrative Facility Agent may (A) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. If Except with respect to funds deposited in the XX Xxxx Collateral Account pursuant to Section 2.14(a)(vii), if no Default or Event of Default exists, the Administrative Facility Agent shall release to the Borrower Borrowers at the Borrower’s Borrowers’ written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. With respect to funds deposited in the XX Xxxx Collateral Account pursuant to Section 2.14(a)(vii), if no Default or Event of Default exists, the Facility Agent shall release to the Borrowers at the Borrowers’ written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(a)(vii) if the Facility Agent has received satisfactory evidence that the equity portion of the applicable Rig’s Total Cost as specified in the attached Schedule 2.01 has already been paid by the applicable Borrower to the Shipyard. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Facility Agent or in another investment if mutually agreed upon by the Borrower Borrowers and the Administrative Facility Agent, but the Administrative Facility Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Facility Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Facility Agent accords its own property, it being understood that the Administrative Facility Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is Borrowers are permitted or required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c2.06(b)(i), 2.14(e2.13(a)(ii), 2.17, 2.182.13(a)(iii), 7.02(b) or 7.03(b), then the Borrower Borrowers and the Administrative Collateral Agent shall establish the XX Xxxx Collateral Account and the Borrower Borrowers shall execute any documents and agreements, including the Administrative Agent’s standard form an assignment of deposit accountsaccounts in form and substance reasonably satisfactory to the Collateral Agent and the applicable Borrower, that the Administrative Collateral Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Collateral Agent an Acceptable Security Interest in such account and the funds therein. The Each Borrower hereby pledges to the Administrative Collateral Agent and grants the Administrative Collateral Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Collateral Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default Default, the Administrative Collateral Agent may (A1) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B2) apply such surplus funds to any Obligations in any manner directed by accordance with Section 7.06 and (B) other than during the Majority Lenders. If no Default or existence of an Event of Default existsDefault, the Administrative Collateral Agent shall release promptly return such surplus funds to the Borrower at the applicable Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Collateral Agent or in another investment if mutually agreed in writing upon by the Borrower Borrowers and the Administrative Collateral Agent, but the Administrative Collateral Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Collateral Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Collateral Agent accords its own property, it being understood that the Administrative Collateral Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is permitted or required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c2.06(b)(vi), 2.14(e2.13(a)(ii), 2.17, 2.182.13(a)(iii), 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form an assignment of deposit accountsaccounts in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest an Acceptablea Ssecurity Iinterest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default Default, the Administrative Agent may (A1) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B2) apply such surplus funds to any Obligations in any manner directed by accordance with Section 7.06 and (B) other than during the Majority Lenders. If no Default or existence of an Event of Default existsDefault, the Administrative Agent shall release promptly return such surplus funds to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed in writing upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

XX Xxxx Collateral Account. (i) If the Borrower is permitted or required to deposit funds in the XX Xxxx Collateral Account pursuant to Sections 2.07(c2.06(b)(vi), 2.14(e2.13(a)(iii), 2.17, 2.182.13(a)(iv), 7.02(b) or 7.03(b), then the Borrower and the Administrative Agent shall establish the XX Xxxx Collateral Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form an assignment of deposit accountsaccounts in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, that the Administrative Agent reasonably requests in connection therewith to establish the XX Xxxx Collateral Account and grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the XX Xxxx Collateral Account, whenever established, all funds held in the XX Xxxx Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) Funds held in the XX Xxxx Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the Administrative Agent at the written request of the Issuing Bank to any reimbursement or other obligations under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the XX Xxxx Collateral Account above the Letter of Credit Exposure (A) during the existence of an Event of Default Default, the Administrative Agent may (A1) hold such surplus funds in the XX Xxxx Collateral Account as cash collateral for the Obligations or (B2) apply such surplus funds to any Obligations in any manner directed by accordance with Section 7.06 and (B) other than during the Majority Lenders. If no Default or existence of an Event of Default existsDefault, the Administrative Agent shall release promptly return such surplus funds to the Borrower at the Borrower’s written request any funds held in the XX Xxxx Collateral Account above the amounts required by Section 2.14(e) or otherwise. (iii) Funds held in the XX Xxxx Collateral Account shall be invested in Cash Equivalents maintained with, and under the sole dominion and control of, the Administrative Agent or in another investment if mutually agreed in writing upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the XX Xxxx Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.