Common use of Upon an Event of Default Clause in Contracts

Upon an Event of Default. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower Borrowers shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower Borrowers under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement. If the Borrower is Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower Borrowers within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If In addition to any rights and remedies the Lender Parties may otherwise have under this Agreement, if any Event of Default shall occur have occurred, Agent or Issuing Lender may in their discretion (i) by notice to Borrowers, declare the obligation of Issuing Lender to issue any Letter of Credit to be terminated, whereupon the obligation of Issuing Lender to issue any Letter of Credit shall forthwith terminate, and be continuing(ii) make demand upon Borrowers to, on and forthwith (but no later than the end of the Business Day that the Borrower receives following notice from the Agent) Borrowers will pay to Agent or the Required Lenders (orin same day funds at Agent’s office designated in such demand, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the for deposit of in a special Cash Collateral pursuant Account to this paragraphbe maintained at such office of Agent, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Borrowers, but under the sole dominion and control of Agent, and shall be held and disbursed as follows: (A) Agent may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. (B) If at any time Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such date plus any accrued funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and unpaid interest thereon; provided that held in the obligation to deposit such Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Agent determines to be free and clear of any such right and claim. (C) Borrowers hereby assign, transfer and set over, and grant to Agent a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Borrowers agree that, to the extent notice of sale of any securities shall become effective immediatelybe required by Law, at least five Business Days’ Notice to Borrowers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such deposit shall become immediately due and payablesale may, without demand or other notice of any kindfurther notice, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option time and sole discretion place to which it will so adjourned. (D) Agent may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation and (ii) upon termination of all Letters of Credit and payment in full of all the Agent and at the Borrower’s risk and expenseReimbursement Obligation, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account order as Agent may elect, as shall be applied have become or shall become due and payable by the Borrowers to Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If . (E) Neither Borrower nor any Person claiming on behalf of or through Borrowers shall have any right to withdraw any of the Borrower is required to provide an amount of funds held in the Cash Collateral hereunder as a result Account after and during the continuance of the occurrence of an Event of any Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If any Event AFTER THE EXPIRATION OF ANY APPLICABLE GRACE OR CURE PERIODS, THE BORROWER AND GUARANTORS SEVERALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and, further, severally and irrevocably waive presentment for payment, demand, notice of Default shall occur and be continuingnonpayment, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders (or, if of intention to accelerate the maturity of this Note, diligence in collection, commencement of suit against any obligor, notice of protest, and protest of this Note and all other notices in connection with the Loans has been accelerateddelivery, Lenders with LC Exposure representing greater than fifty percent (50%) acceptance, performance, default or enforcement of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) payment of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and controlNote, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account before or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if after the maturity of the Loans has been accelerated (but subject this Note, with or without notice to Borrower and Guarantors, and agree that their liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender. The Borrower and Guarantors consent to any and all extensions of time, renewals, waivers or modifications that may be granted by Lender with respect to the consent payment or other provisions of Lenders with LC Exposure representing greater than fifty percent (50%) this Note, and to any substitution, exchange or release of the total LC Exposure)collateral for this Note, be applied or any part thereof, with or without substitution of said collateral, and agree to satisfy other obligations the addition or release of the Guarantors, all whether primarily or secondarily liable, before or after maturity of this Note, with or without notice to Borrower or Guarantors, and without affecting their liability under this AgreementNote. If Any delay on the Borrower is required to provide an amount part of Cash Collateral hereunder Lender in exercising any right under this Note shall not operate as a result waiver of any such right, and any waiver granted or consented to on one occasion shall not operate as a waiver in the occurrence event of an Event of Defaultany subsequent default. THE BORROWER AND GUARANTORS HEREBY SEVERALLY AND IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS HEREAFTER INSTITUTED BY OR AGAINST BORROWER OR GUARANTORS IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY DOCUMENT, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waivedINSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE, INCLUDING ALL LOAN DOCUMENTS.

Upon an Event of Default. If any Event under the Liability of Default shall occur and be continuingBorrower, on BACC may, without notice to Borrower declare the Business Day that the Liability of Borrower receives notice from the Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payablepayable by Guarantor. If BACC refers this Guaranty to an attorney for collection, Guarantor shall pay BACC any and all reasonable attorneys' fees and other costs and expenses incurred by in enforcing BACC's rights hereunder. (A) If claim is ever made upon BACC for repayment or recovery of any amount or amounts received by BACC in payment or on account of any of the Liability of Borrower and BACC repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over BACC or any of its property, or (b) any settlement or compromise of any such claim effected by BACC with any such claimant (including Borrower), then, and in such event, Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation hereof or the cancellation of any instrument evidencing any Liability of Borrower, and Guarantor shall be liable to BACC under this Guaranty for the amount so repaid or recovered to the same extent as if such amount had never originally been received by BACC. (B) This Guaranty shall remain in full force and effect, and shall be automatically reinstated, without demand any further action on the part of the BACC if BACC is required, in any bankruptcy, insolvency, or other notice proceeding involving the Borrower, to return or rescind any payment made to or value received by BACC from or for the account of the Borrower. This paragraph shall remain in full force and effect notwithstanding any revocation or termination of this Guaranty or release by BACC of Guarantor unless this paragraph is specified in such release by BACC. (C) Settlement of any kindclaim by BACC against Borrower or any other Obligor, upon whether in any proceedings or not, and whether voluntary or involuntary, shall not reduce the occurrence amount due under this Guaranty except to the extent of any Event amount actually received by BACC under any such settlement that is applied to the Liability of Default described Borrower. (D) All rights, powers and remedies of BACC hereunder and under any agreement(s) between Borrower or any other Obligor and BACC, now, or at any time hereafter in Section 7.1(dforce, shall be cumulative and not alternative, and shall be in addition to all rights, powers and remedies given to BACC by law. (E) No delay on the part of BACC in exercising any of its options, powers or (e) rights or partial or single exercise thereof shall constitute a waiver thereof. No waiver of any of BACC's rights hereunder and no modification or amendment of this Agreement. Such deposit Guaranty shall be held deemed to be made by BACC unless the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments same shall be made at the option in writing, executed on behalf of BACC by a duly authorized officer, and sole discretion of the Agent and at the Borrower’s risk and expense, each such deposits shall not bear interest. Interest or profitswaiver, if any, on such investments shall accumulate apply only with respect to the specific instance involved, and shall in such account. Moneys no way impair the rights of BACC or the obligations of Guarantor to BACC in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed andany other respect at any other time. (F) Guarantor hereby authorizes BACC, in its sole discretion, to the extent not so applieddisclose any financial or other information about Guarantor to any present, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time orfuture or prospective participant, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure)or successor in interest in any loan, be applied to satisfy advance or other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned financial accommodation to the Borrower within three Business Days after from the BACC, or any regulatory body or agency having jurisdiction over BACC. (G) Guarantor shall indemnify, defend, and hold BACC harmless from any claim, cause of action, demand, or other matter that is brought or threatened against BACC by Borrower, or by any third party including, without limitation, any receiver, trustee, or other person appointed in any bankruptcy, insolvency, or other proceeding involving Borrower, and from all Events costs and expenses (including, without limitation, attorney's fees and expenses) relating to or arising out of Default have been cured BACC's relationship with Borrower (each of which may be defended, compromised, settled, or waivedpursued with counsel of BACC's selection) but at Guarantor's risk and expense. This paragraph shall remain in full force and effect notwithstanding any termination of this Guaranty or release by BACC of Guarantor unless this paragraph is specified in such release by BACC.

Upon an Event of Default. If any Event of Default or if a default shall occur with respect to any of the Assigned Collateral, then, in addition to (and be continuingnot in limitation of) all other rights and remedies available to Assignee, on Assignee may, without obligation to do so, and without releasing Assignor from any of its liabilities and obligations hereunder or pursuant to any of the Business Day that the Borrower receives notice from the Agent other Loan Documents or the Required Lenders (orTimeshare Documents, if take such action as Assignee deems reasonably necessary or appropriate to protect its interests, rights, and powers hereunder and under the maturity other Loan Documents, including, without limitation, amending or terminating any of the Loans has been acceleratedsubject Notes Receivable and/or Purchase Agreements and/or granting waivers thereunder, Lenders with LC Exposure representing greater than fifty percent (50%) all without notice to or the consent or approval of Assignor. Assignee may further appear in and defend any action, suit, or proceeding purporting to affect its interests, rights, and powers under any of the total LC Exposure) demanding the deposit of Cash Collateral pursuant to this paragraphLoan Documents and perform and discharge each and every obligation, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediatelycovenant, and agreement of Assignor contained herein or in the subject Notes Receivable and/or Purchase Agreements; and in exercising such deposit shall become immediately due and payablepowers, without demand or other notice of any kindAssignee may, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and Assignor's sole discretion of the Agent and at the Borrower’s risk cost and expense, pay any or all reasonably necessary costs and expenses, employ counsel, and incur and pay reasonable attorneys' fees and expenses. Assignor hereby indemnifies and holds Assignee harmless with respect to, and agrees to reimburse Assignee for, such deposits shall not bear interest. Interest or profitscosts, if anyexpenses, on such investments shall accumulate in such account. Moneys in such account and fees, and Assignor's obligations with respect thereto shall be applied included among the Obligations, shall bear interest at the Applicable Default Rate, and shall be secured by the Agent to reimburse Collateral. The foregoing indemnification obligation shall survive the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the complete satisfaction of the reimbursement obligations Obligations and the termination of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waivedAssignment.

Upon an Event of Default. If In addition to any rights and remedies the Lender Parties may otherwise have under this Agreement, if any Event of Default shall occur have occurred, Agent or Issuing Lender may in their discretion (i) by notice to Borrower, declare the obligation of Issuing Lender to issue any Letter of Credit to be terminated, whereupon the obligation of Issuing Lender to issue any Letter of Credit shall forthwith terminate, and be continuing(ii) make demand upon Borrower to, on and forthwith (but no later than the end of the Business Day that the Borrower receives following notice from the Agent) Borrower will pay to Agent or the Required Lenders (orin same day funds at Agent’s office designated in such demand, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the for deposit of in a special Cash Collateral pursuant Account to this paragraphbe maintained at such office of Agent, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in an amount equal to the LC Exposure maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Borrower, but under the sole dominion and control of Agent, and shall be held and disbursed as follows: Agent may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. If at any time Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such date plus any accrued funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrower will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and unpaid interest thereon; provided that held in the obligation to deposit such Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which Agent determines to be free and clear of any such right and claim. Borrower hereby assigns, transfers and sets over, and grants to Agent a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Borrower agrees that, to the extent notice of sale of any securities shall become effective immediatelybe required by Law, at least five Business Days’ Notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such deposit sale may, without further notice, be made at the time and place to which it will so adjourned. Agent may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation and (ii) upon termination of all Letters of Credit and payment in full of all the Reimbursement Obligation, in such order as Agent may elect, as shall have become or shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held payable by the Borrower to Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent Neither Borrower nor any Person claiming on behalf of or through Borrower shall have exclusive dominion and control, including the exclusive any right of withdrawal, over such deposit. Other than to withdraw any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at funds held in the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result Account after and during the continuance of the occurrence of an Event of any Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Upon an Event of Default. If In addition to any rights and remedies the Lender Parties may otherwise have under this Agreement, if any Event of Default shall occur and be continuinghave occurred, on the Business Day that the Borrower receives notice from the Agent or the Required Lenders Issuing Lender may in their discretion (ori) by notice to Borrower, if declare the maturity obligation of the Loans has been acceleratedIssuing Lender to issue any Letter of Credit to be terminated, Lenders with LC Exposure representing greater than fifty percent (50%) whereupon the obligation of the total LC ExposureIssuing Lender to issue any Letter of Credit shall forthwith terminate, and (ii) demanding the deposit of Cash Collateral pursuant make demand upon Borrower to, and forthwith upon such demand Borrower will pay to this paragraph, the Borrower shall deposit Cash Collateral in an interest bearing account with the Agent in same day funds at the Agent's office designated in such demand, for deposit in a special Cash Collateral Account to be maintained at such office of the Agent, an amount equal to the LC Exposure maximum amount then available to be drawn under any Letter of Credit. The Cash Collateral Account shall be in the name of Borrower, but under the sole dominion and control of the Agent, and shall be held and disbursed as follows: (A) The Agent may from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, and all such investments and reinvestments shall, for purposes of this Agreement, constitute part of the funds held in the Cash Collateral Account. (B) If at any time the Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than claims arising under this Agreement and/or that the total amount of such date plus any accrued funds is less than the maximum amount at such time available to be drawn under the Letters of Credit, Borrower will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and unpaid interest thereon; provided that held in the obligation to deposit such Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letters of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which the Agent determines to be free and clear of any such right and claim. Nothing in this Agreement shall become effective immediatelyeither obligate the Agent to require any funds to be deposited in the Cash Collateral Account or limit the right of the Agent, which it may exercise at any time and from time to time, to release to Borrower any funds held in the Cash Collateral Account. (C) Borrower hereby assigns, transfers and sets over, and grants to Agent a Lien on and upon, the Cash Collateral Account, including all funds held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the Obligations. Borrower agrees that, to the extent notice of sale of any securities shall be required by Law, at least five Business Days' Notice to Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such deposit sale may, without further notice, be made at the time and place to which it will so adjourned. (D) The Agent may, at any time or from time to time, apply funds from time to time held in the Cash Collateral Account to the payment of (i) any Reimbursement Obligation and (ii) upon termination of all Letters of Credit and payment in full of all the Reimbursement Obligation, in such order as the Agent may elect, as shall have become or shall become immediately due and payable, without demand payable by Borrower to the Agent under this Agreement. (E) Neither Borrower nor any Person claiming on behalf of or other notice through Borrower shall have any right to withdraw any of any kind, upon the occurrence funds held in the Cash Collateral Account after and during the continuance of any Event of Default described in Section 7.1(d) or (e) of this Agreement. Such deposit shall be held by the Agent as Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such deposit. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.