Cash Collateral Account. At any time and from time to time # after the occurrence and during the continuance of an Event of Default, the Administrative ​, at the direction or with the consent of the Required Lenders, may require the ​, to deliver to the Administrative ​ such amount of cash as is equal to 103% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) and # in the event of a prepayment under [Section 2.07(b)(iv)] or to the extent any amount of a required prepayment under any of [Sections 2.07(b)(i) through 2.07(b)(iii)] remains after prepayment of all outstanding Loans and Letter of Credit Obligations and termination of the Commitments, as contemplated by [Section 2.07(d)], the Administrative ​ will retain such amount as may then be required to be retained, such amounts in each case under [clauses [(i) and (ii) above]e]] to be held by the Administrative ​ in a Cash Collateral Account. The ​ hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative ​, for the benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the ​’s Letter of Credit Obligations as and when the same shall arise. The Administrative ​ shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the ​ (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative ​), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative ​ will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative ​, for the benefit of the ​, to be applied against the Obligations in such order and manner as the Administrative ​ may direct. If the ​ is required to provide Cash Collateral pursuant to this [Section 2.04(l)], such amount (to the extent not applied as aforesaid) shall be returned to the ​ on demand, provided that after giving effect to such return # the sum of # the aggregate principal dollar amount of all Revolving Loans outstanding at such time and # the aggregate Letter of Credit Usage at such time would not exceed the aggregate Revolving Commitments at such time and # no Event of Default shall have occurred and be continuing at such time. If the ​ is required to provide Cash Collateral pursuant to [Sections 2.07(b)(i) through 2.07(b)(ii)], as contemplated by [Section 2.07(d)], such amount shall be returned to the ​ on demand; provided that, after giving effect to such return, all outstanding Letters of Credit shall have expired and each Issuing Bank shall have been reimbursed in full for all of its obligations thereunder. If the ​ is required to provide Cash Collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the ​ within three Business Days after all Events of Default have been cured or waived.

If there shall exist a Defaulting Lender and if such Defaulting Lender’s participations have been reallocated in accordance with [Section 2.23.1(ii)], within two (2) Business Days following the receipt of a written request of the Agent, an Issuer (with a copy to the Agent) or the Swingline Lender (with a copy to the Agent), each Borrower shall Cash Collateralize all Fronting Exposure of the Issuers or Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to [Section 2.23.2] and any Cash Collateral provided by the Defaulting Lender pursuant to [Section 2.23.1(iv)]) to the extent such Fronting Exposure relates to Reimbursement Obligations or Swingline Loans owed by such Borrower.

Each Borrower agrees that ​ will, on behalf of itself and the Subsidiary Borrower, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Letter of Credit and thereafter as long as any amount is payable to the Issuing Banks or the Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more special collateral accounts pursuant to arrangements satisfactory to the Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIV], in the name of ​ but under the sole dominion and control of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and in which no Borrower shall have any interest other than as set forth in [Section 9.1]. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the L/C Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the L/C Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. Nothing in this [Section 3.11(A)] shall either obligate the Administrative Agent to require any Borrower to deposit any funds in the L/C Collateral Account or limit the right of the Administrative Agent to release any funds held in the L/C Collateral Account in each case other than as required by [Section 2.4(B) or 9.1]1] or this [Section 3.11].

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to [Section 2.24(b)(iv)] and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 105% of the Issuing Bank’s LC Exposure with respect to such Defaulting Lender.

Cash Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in [Section 2.17].

Cash Collateral. (i) Upon the request of the Administrative Agent, if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, # if, as of the Maturity Date, any L/C Obligation for any reason remains outstanding, or # if required under [Section 2.16(a)(v)] to reduce the L/C Issuers’ Fronting Exposure, the Company shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations or the L/C Issuers’ Fronting Exposure, as applicable (without duplication of any Cash Collateral applied pursuant to [Section 2.16(a)(ii)]).

Cash Collateral. At any time that there shall exist a Defaulting ​ and Section 2.19(a)(iv) is applicable, within one Business Day following the written request of the Administrative ​, any Issuing Bank (with a copy to the Administrative ​) or the Swing Line ​ (with a copy to the Administrative ​), the ​ shall Cash Collateralize the applicable Issuing Bank’s Fronting Exposure or the Swing Line ​’s Fronting Exposure, as the case may be, with respect to such Defaulting ​ (determined after giving effect to Section 2.04 and any Cash Collateral provided by such Defaulting ​) in an amount not less than the Minimum Collateral Amount.

Cash Collateral. Upon the request of the Administrative Agent, # if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or # if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. [Sections 2.05 and 8.02(c)])] set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this [Section 2.03], [Section 2.05] and [Section 8.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grant to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at ​]. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of # such aggregate Outstanding Amount over # the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

Cash Collateral. If the reallocation described in [clause (a)](iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in [Section 2.17].

At any time that there shall exist a Defaulting Lender that is a Revolving Lender, within one Business Day following the written request of the Administrative Agent or the LC Issuer (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuer’s LC Outstandings with respect to such Defaulting Lender (determined after giving effect to [Section 2.18(b)(iv)] and any Cash Collateral provided by such Defaulting Lender) in an amount not less than 103% of the LC Issuer’s LC Outstandings with respect to such Defaulting Lender.

Cash Collateral If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time # that an Event of Default exists, # that Availability is less than zero, # after the Commitment Termination Date, or # within 10 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations. Borrowers shall, on demand, in writing, by Issuing Bank or Agent from time to time, Cash Collateralize the Fronting Exposure of any Defaulting Lender. If Borrowers fail to provide any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

“Required Collateral Account Cash Balance” shall mean, as of a particular date, the product of (i)(a) the Required Collateral Account Balance minus # the Collateral Account ​ Unit Balance, multiplied by # one hundred and twenty-five percent (125%) of the BPY Unit Value as of such date.

Cash Collateral, Repayment of Swingline Loans. If the reallocation described in [clause (iv) above] cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, # first, repay Swingline Loans in an

Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of this [Section 2.18] and any other provision of this Agreement, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Agent, for the ratable benefit of the Agent and the Lenders, with respect to each Letter of Credit then outstanding, as the Majority Lenders, in their discretion, shall specify, either # a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent and the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent with respect thereto and any fees and expenses associated with such Letter of Credit or credit support, or # cash in amounts necessary to reimburse the Agent and the Lenders for payments made by the Agent or the Lenders under such Letter of Credit or under any credit support or enhancement provided through the Agent and any fees and expenses associated with such Letter of Credit or credit support. Such Supporting Letter of Credit or deposit of cash shall be held by the Agent, for the ratable benefit of the Agent and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such credit support remaining outstanding. At Agent's or Letter of Credit Issuer's request, Borrowers shall cash collateralize in a manner satisfactory to Agent the Fronting Exposure of any Defaulting Lender.

Employee Contributions shall be made pursuant to a proper election, only during the Participant's lifetime; provided, however, with respect to Employee Contribution elections made prior to 2007, the Employee must remain an Eligible Employee while making any such contributions. In the event of a Change in Control of an Employer, subsequent compensation from the Employer may not be contributed to the Plan. The Employer may continue the then current elections of the participants under a subsequent plan in order to comply with applicable tax laws.

If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BAM or its Affiliates) outstanding, BAM or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BAM to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of # the Collateral Account Cash Balance minus # one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BAM in accordance with this [Section 8(e)(i)] without liability or further inquiry.